Common use of New Lender Joinder Clause in Contracts

New Lender Joinder. (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lender Joinder. (a) Each Person that signs this Amendment Agreement as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment Agreement (each a “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it meets the all requirements to be of an Eligible Assignee under the Amended Credit Agreement (subject to receipt of such consents as may be required under the Amended Credit Agreement), (C) from and after the First Amendment Effective Datedate hereof, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 7.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAgreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Arrangers or any other Lender, (E) the Loan Documents set forth the terms of a commercial lending facility, (F) it hasis engaged in making, independently acquiring or holding commercial loans in the ordinary course and without reliance upon is entering into the Administrative Agent this Agreement, the Amended Credit Agreement and the other Loan Documents as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth in the Amended Credit Agreement as may be applicable thereto, and not for the purpose of purchasing, acquiring or holding any other Lender type of financial instrument, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, and (H) it is not a Disqualified InstitutionAgreement has been delivered to the Administrative Agent; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, and (C) it will not assert a claim in contravention of Sections 2(a)(i)(E) and 2(a)(i)(F); and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.

New Lender Joinder. (a) Each Person that signs this Amendment Agreement as a Consenting Lender and that was not a Lender party to the Existing Credit Agreement prior to the effectiveness of this Amendment Agreement (each a “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it meets the all requirements to be of an Eligible Assignee under the Amended Credit Agreement (subject to receipt of such consents as may be required under the Amended Credit Agreement), (C) from and after the First Amendment Effective Datedate hereof, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAgreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Arrangers or any other Lender, (E) the Loan Documents set forth the terms of a commercial lending facility, (F) it hasis engaged in making, independently acquiring or holding commercial loans in the ordinary course and without reliance upon is entering into the Administrative Agent this Agreement, the Amended Credit Agreement and the other Loan Documents as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth in the Amended Credit Agreement as may be applicable thereto, and not for the purpose of purchasing, acquiring or holding any other Lender type of financial instrument, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, and (H) it is not a Disqualified InstitutionAgreement has been delivered to the Administrative Agent; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.

New Lender Joinder. By its execution of this Agreement, each New Lender hereby acknowledges, agrees and confirms that, on and after the Second Amendment Effective Date (a) Each Person that signs this Amendment as it will be deemed to be a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each as a “New Lender”) (i) represents , a “Revolving Lender” and warrants that (A) it has full power and authoritya “Term Loan Lender”, and has taken as applicable, for all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions purposes of the Credit Agreement as a Lender thereunder and the other Loan Documents, and shall have all of the obligations of of, and shall be entitled to the benefits of, a Lender, a Revolving Lender thereunderand a Term Loan Lender, as applicable, under the Credit Agreement as if it had executed the Credit Agreement; (Db) it is sophisticated with respect to decisions to acquire assets will be bound by all of the type represented by terms, provisions and conditions contained in the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents; (Ec) it has received a copy of the Credit AgreementLoan Documents, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 5.01(i) of the Existing Credit Agreement and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, Xxxxx Fargo Securities, LLC, X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Lead Arrangers”), any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this AmendmentAgreement and to become a Lender, a Revolving Lender and a Term Loan Lender, as applicable, under the Credit Agreement; (Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Lead Arrangers, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder; (Be) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, a Revolving Lender and a Term Loan Lender, as applicable; (f) it will provide any additional documentation to evidence its status as a Lender as of the Second Amendment Effective Date or as required to be delivered by it pursuant to the terms of the Credit Agreement; and (g) the Administrative Agent may file this Agreement in the Register under Section 9.02(d) of the Credit Agreement.

New Lender Joinder. (a) Each Person that signs Upon execution of this Amendment as Amendment, the New Lender shall be a Lender and that was not a Lender party to the Credit Agreement prior to (as amended by this Amendment) and have all of the effectiveness rights and obligations of this Amendment a Lender thereunder and under the other Loan Documents. The New Lender (each a “New Lender”) (ia) represents and warrants that (A) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this Amendment and to consummate this Amendment is the transactions contemplated hereby legal, valid and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions binding obligation of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunderNew Lender, enforceable against it in accordance with its terms; (Db) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) confirms that it has received a copy of the Credit Agreement, this Amendment and has received or has been accorded all of the opportunity to receive Annexes, Exhibits and Schedules thereto, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof7.01 of the Credit Agreement, as applicableif any, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, ; (Fc) agrees that it haswill, independently and without reliance upon the Administrative Agent Existing Lenders or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement (as amended by this Amendment), the other Loan Documents, Documents or any other instrument or document furnished pursuant hereto or thereto; and (Bd) agrees that it will be bound by the provisions of the Credit Agreement (as amended by this Amendment) and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Documents Credit Agreement (as amended by this Amendment) are required to be performed by it as a Lender. The Commitments of the New Lender after giving effect to this Amendment shall be as set forth on Annex A attached hereto.

New Lender Joinder. (a) Each Person that signs this Amendment as a The 2023 Refinancing Term Loan Lender and that was not a the 2023 Incremental Term Loan Lender party to (collectively, the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”) ), as a new lender under the Credit Agreement on the Fifth Amendment Effective Date (ia) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (Eii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, and (Fiii) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (iib) agrees that (Ai) it is sophisticated with respect to the decision to participate, as a lender, in commercial loans of the type represented by the 2023 Term Loans (or the entity or entities exercising discretion in making the decision to participate in the 2023 Term Loans are sophisticated in such matters) and will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (Bii) it will hereafter be bound as a Lender under the Loan Documents and will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lender Joinder. (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness By its execution of this Amendment (Amendment, each a “New Lender”) (i) represents Lender hereby acknowledges, agrees and warrants that (A) it has full power and authorityconfirms that, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from on and after the First Amendment Effective Date, : (a) it shall will be bound by the provisions of deemed to be a party to the Credit Agreement as a Lender thereunder “Lender”, a “Revolving Credit Lender” and shall have the obligations a “Term Loan Lender” for all purposes of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either itthe other Loan Documents, or and shall have all of the Person exercising discretion obligations of, and shall be entitled to the benefits of, a Lender, a Revolving Credit Lender and a Term Loan Lender under the Credit Agreement as if it had executed the Credit Agreement; (b) it will be bound by all of the terms, provisions and conditions contained in making its decision to acquire such assets, is experienced in acquiring assets of such type, the Credit Agreement and the other Loan Documents; (Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 8.1 thereof and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this AmendmentAmendment and to become a Lender, a Revolving Credit Lender and a Term Loan Lender under the Credit Agreement; (Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder; (Be) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender., a Revolving Credit Lender and a Term Loan Lender; and (f) it will provide any additional documentation (including, without limitation, any Assignment and Assumption to be executed in connection with this Amendment) to evidence its status as

New Lender Joinder. (a) Each Person that signs which is party to this Amendment in the capacity of “Lender” (as a Lender and set forth on their signature page hereto) that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment No. 1 Effective Date (each such Person a “New Lender” and, collectively, the “New Lenders”) hereby agrees to become a “Lender” under the Credit Agreement for all intents and purposes thereunder with a Revolving Loan Commitment in the amount set forth opposite such Person’s name on Exhibit I to this Amendment. Furthermore, each New Lender (ia) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender issue its Revolving Loan Commitment under the Credit Agreement, ; (Bb) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) confirms it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, Amendment and to become a Lender under the Credit Agreement; (Fc) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is Amendment and to become a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of Lender under the Credit Agreement, and (H) it is not a Disqualified Institution; and (iid) agrees that it will (A) it willi), independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (Bii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lender Joinder. By its execution of this Amendment, the New Lender hereby acknowledges, agrees and confirms that, on and after the Third Amendment Effective Date: (a) Each Person that signs this Amendment as it will be deemed to be a Lender and that was not a Lender party to the Credit Agreement prior as a “Lender”, a “Revolving Credit Lender” and a “Term Loan Lender” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of, and shall be entitled to the effectiveness of this Amendment (each benefits of, a “New Lender”) (i) represents , a Revolving Credit Lender and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Term Loan Lender under the Credit Agreement, (B) Agreement as if it meets the requirements to be an Eligible Assignee under had executed the Credit Agreement, ; (Cb) from and after the First Amendment Effective Date, it shall will be bound by the provisions all of the Credit Agreement as a Lender thereunder terms, provisions and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by conditions contained in the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, other Loan Documents; (Ec) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, 8.1 thereof and such other documents and information as it deems appropriate appropriate, independently and without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this AmendmentAmendment and to become a Lender, a Revolving Credit Lender and a Term Loan Lender under the Credit Agreement; (Fd) it haswill, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Documents, and Document or any related agreement or any document furnished hereunder or thereunder; (Be) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, a Revolving Credit Lender and a Term Loan Lender; and (f) it will provide any additional documentation (including, without limitation, any Assignment and Assumption to be executed in connection with this Amendment) to evidence its status as a Lender, a Revolving Credit Lender and a Term Loan Lender as of the Third Amendment Effective Date or as required to be delivered by it pursuant to the terms of the Credit Agreement.

New Lender Joinder. Each New Lender (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”) (i) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (Bii) it meets the all requirements to be of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (Ciii) from and after the First Amendment Effective Datedate hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (Eiv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (F) Amendment on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (Gv) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (iib) agrees that (Ai) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (Bii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each of the Administrative Agent, the Borrower and the Guarantors agrees that, as of the date hereof, each New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.

New Lender Joinder. Bank of America, N.A. (a) Each Person the “New Lender”), the other Lenders, the Administrative Agent and the Loan Parties acknowledge, agree and confirm that signs this the New Lender shall from and after the Second Amendment as Effective Date be deemed to be a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each Agreement, and a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. The New Lender”) Lender (ia) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (Cii) from and after the First Second Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, thereunder and (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (Eiii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 6.01 5.1(a) and (b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (F) Amendment on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, Lender; (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (iib) agrees that (Ai) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (Bii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) hereby irrevocably appoints SunTrust Bank as Administrative Agent under the Credit Agreement and the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are incidental thereto.

New Lender Joinder. a. Upon execution of this Amendment, City National Bank and CIT and (athe “New Lenders”) Each Person that signs this Amendment as shall be a Lender and that was not a Lender party to the Credit Agreement prior to (as amended by this First Amendment) and have all of the effectiveness rights and obligations of this Amendment a Lender thereunder and under the other Loan Documents. Each New Lender (each a “New Lender”) (ia) represents and warrants that (A) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this First Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under the Credit Agreement, (C) from and after the this First Amendment Effective Dateis the legal, valid and binding obligation of each New Lender, enforceable against it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, in accordance with its terms; (Db) it is sophisticated with respect to decisions to acquire assets of the type represented by the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire such assets, is experienced in acquiring assets of such type, (E) confirms that it has received a copy of the Credit Agreement, this First Amendment and has received or has been accorded all of the opportunity to receive Annexes, Exhibits and Schedules thereto, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereofthe Credit Agreement, as applicableif any, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment, ; (Fc) agrees that it haswill, independently and without reliance upon the Existing Lenders, the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, and (H) it is not a Disqualified Institution; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement (as amended by this Third Amendment), the other Loan Documents, Documents or any other instrument or document furnished pursuant hereto or thereto; and (Bd) agrees that it will be bound by the provisions of the Credit Agreement (as amended by this First Amendment) and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Documents Credit Agreement (as amended by this First Amendment) are required to be performed by it as a Lender. The commitments of each New Lender after giving effect to this First Amendment shall be as set forth on Schedule 1 to the Credit Agreement as amended hereby.