New Banks Sample Clauses

New Banks. (a) A Bank (the “Existing Bank”) may, at any time, assign, transfer or novate any of its rights and/or obligations under this Agreement to a Qualifying Bank (the “New Bank”) without the prior consent of or notice to the Borrower: (i) save that the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed) is required for any such assignment, transfer or novation unless it is to another Existing Bank or Affiliate or an Event of Default has occurred and is continuing and such consent will be deemed to have been given if, within fourteen days of receipt by the Borrower of an application for consent, it has not been expressly refused; (ii) (subject to (i) above) without restriction, save that in the case of a partial assignment, transfer or novation of its rights and/or obligations under either Facility a minimum amount of US$5,000,000 (or its equivalent) in aggregate or, if as a result of such assignment, novation or transfer the Existing Bank’s rights and/or obligations under any Facility would in aggregate be less than US$10,000,000 (or its equivalent) such amount as represents all its rights, benefits and obligations hereunder (unless the relevant Agent agrees otherwise) must be assigned, transferred or novated; and (iii) no assignment, novation or transfer of all or any part of a Swingline Commitment or Revolving Facility Commitment shall be made by that Existing Bank unless simultaneously therewith a pro rata amount of the Revolving Facility Commitment or Swingline Commitment of that Existing Bank (or its Affiliated Bank) and a pro rata amount of each of that Existing Bank’s (or its Affiliated Bank’s) outstanding Swingline Advances or as the case may be, Revolving Facility Advances are also assigned, novated or transferred (where relevant) to the New Bank (or its Affiliated Bank), provided that no such pro rata assignment, novation or transfer of a Revolving Facility Commitment or outstanding Revolving Facility Advances shall be required to be made by a Revolving Facility Bank which is also a Swingline Bank if it assigns, novates or transfers a Swingline Commitment to its Affiliated Bank. Back to Contents (b) A transfer of obligations will be effective only if: (i) the obligations are transferred by way of novation in accordance with Clause 27.3 (Procedure for transfers); (ii) the New Bank confirms to the relevant Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form an...

New Banks. Each New Bank hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Bank thereunder and under each and every other Loan Papers to which any Bank is required to be bound by the Credit Agreement, to the same extent as if the New Bank was an original signatory thereto. Each New Bank hereby appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Bank represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Seventh Amendment, to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (ii) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered or deemed delivered by the Borrower pursuant to Section 8.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Seventh Amendment and to become a Bank on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Bank, (iii) it satisfies the requirements in the Credit Agreement that are required to be satisfied by it in order to become a Bank and (d) from and after the Seventh Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Papers and have the rights and obligations of a Bank thereunder.

New Banks. The New Bank (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements of the Borrower delivered under Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (ii) agrees that it has, independently and without reliance upon the Administrative Agent, any other Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Supplement; (iii) agrees that it will, independently and without reliance upon the Administrative Agent, any other Bank or any of their Related Parties 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; (iv) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (v) agrees that it is a "Bank" under the Credit Agreement and will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Bank.

New Banks. Each New Bank (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the most recent financial statements of Carlisle delivered under Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (ii) agrees that it has, independently and without reliance upon the Administrative Agent, any other Bank or any of their officers, directors, subsidiaries or affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Supplement; (iii) agrees that it will, independently and without reliance upon the Administrative Agent, any other Bank or any of their officers, directors, subsidiaries or affiliates 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; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (v) agrees that it is a “Bank” under the Loan Documents and will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Bank.

New Banks. On the Closing Date, each New Bank and Increasing Bank (as hereinafter defined) shall purchase by assignment from the Existing Banks such portion of the Loans (if any) owing to them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases and assignments, the outstanding Loans owing to each Bank shall equal such Bank’s Percentage of the aggregate amount of Loans owing to all Banks. As used herein, the term “Increasing Bank” means each Existing Bank whose Commitment (as set forth opposite its name on its signature page hereto) exceeds its Commitment under the Existing Credit Agreement.

New Banks. 7.1 Any financial institution (a "NEW BANK") may become an additional Bank under the Facility by acceding to the terms of this Facility Letter with the mutual agreement of, and on terms satisfactory to, each other party to this Facility Letter at the date of such accession. From the date of such accession such New Bank shall become a Bank with the rights and obligations applicable to the Banks as set out herein. 7.2 The Company shall execute a Counter Indemnity and Security over Cash Agreement in favour of such New Bank on or about the date of such New Bank's accession to the terms of this Facility Letter.

New Banks. Subject to the limitations contained in Section 2.10.3, the Agent upon receipt of a Requested Increase may request that a new bank or banks join this Agreement and provide a Commitment hereunder. Unless the Borrower objects within ten (10) Business Days of notice from the Agent of a proposed new bank or banks, such bank or banks selected by the Agent shall join this Agreement pursuant to the procedures contained in Section 11.11.

New Banks. Each New Bank (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered under Section 9.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (ii) agrees that it will, independently and without reliance upon the Agent or any other Bank 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; (iii) confirms that it has met the requirements to be an assignee under Section 14.8(c) of the Credit Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it is a “Bank” under the Credit Agreement and will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Bank; and (vi) attaches executed counterparts of any U.S. Internal Revenue Service or other forms required under Section 5.10.] 1 Bracketed alternatives should be included if there are New Banks.

New Banks. On the Amendment Effective Date, each New Bank shall become a "Bank" under and for all purposes of the Credit Agreement, as amended by this Agreement (as so amended, the "Amended Agreement"), shall be bound by the Amended Agreement, and shall be entitled to the benefits of the Amended Agreement and each other Loan Document, and each Bank shall have the applicable Percentages set forth opposite such Bank's name on Schedule 2.1. To facilitate the foregoing, (a) each New Bank agrees that on the Amendment Effective Date, it will remit to the Administrative Agent funds in an amount equal the sum of its Revolving Percentage of all outstanding Revolving Loans and the Administrative Agent agrees to immediately (i) remit a portion of such funds to the existing Revolving Banks, in such amounts, if any, as are necessary to reduce the Revolving Loans of such Revolving Banks to the proper amounts after giving effect hereto and (ii) remit the balance of such funds (if any) to the Company and (b) the Company agrees to pay all costs required to be paid pursuant to Section 8.4 of the Credit Agreement in connection with the foregoing. Each New Bank agrees that all interest and fees accrued under the Credit Agreement prior to the Amendment Effective Date are the property of the existing Banks. Delivered as of the day and year first above written. SYNAGRO TECHNOLOGIES, INC. By /s/ J. PAUL WITHROW --------------------------------------- Title Executive Vice President ------------------------------------ S-1 BANK OF AMERICA, N.A., as Administrative Agent By /s/ LILIANA CLAAR --------------------------------------- Title Vice President ------------------------------------ BANK OF AMERICA, N.A., as a Bank By /s/ W. THOMAS BARNETT --------------------------------------- Title Managing Director ------------------------------------ S-2 SUNTRUST BANK, as Documentation Agent and a Bank By --------------------------------------- Title ------------------------------------ KEY CORPORATE CAPITAL INC., as Documentation Agent and a Bank By /s/ MICHAEL F. McCULLOUGH --------------------------------------- Title Vice President ------------------------------------ FLEET CAPITAL CORPORATION, as Co-Agent and a Bank By --------------------------------------- Title ------------------------------------ S-5 IBJ WHITEHALL BANK & TRUST COMPANY By --------------------------------------- Title ------------------------------------ ARK II CLO 2001-1, LIMITED By: Patriarch Partners II, LLC, its Collateral ...

New Banks. Each New Bank agrees with the Borrower, the Banks and the Agent that (i) it will abide by the terms of the Original Loan Agreement as amended hereby, and (ii) the Loan Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against it.