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 Paper to which any Bank is required to be bound by the Credit Agreement, to the same extent as if such New Bank were an original signatory thereto. Each New Bank hereby appoints and authorizes the Administrative Agent to take such action as the 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. Each New Bank represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fourth Amendment, to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (b) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fourth 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, (c) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Bank and (d) from and after the Fourth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement (as amended by this Fourth Amendment) and the other Loan Papers and have the rights and obligations of a Bank thereunder.
New Banks. Any financial institution approved by the Borrower, the Agent and the Required Banks may join this Agreement as an additional Bank (such Person being herein referred to as the "New Bank") and be entitled to all the rights and interests and obligated to perform all of the obligations and duties of a Bank with respect to a specified additional amount of Revolving Credit Commitment hereunder, provided, that (a) the Borrower shall, in its sole discretion, have -------- ---- given its prior written consent to the addition of the New Bank as a party to this Agreement, (b) the Agent, the Swing Line Lender and the Required Banks shall have given their prior written consent (which consent shall not be unreasonably withheld; provided, that, if the joinder of such New Bank would -------- ---- result in an increase to the Aggregate Revolving Credit Commitment or the Term Loan Commitment; such joinder shall require the consent of each Bank and such consent shall be in the sole and absolute discretion of each Bank), (c) such New Bank and the Borrower shall have executed and delivered an instrument of adherence (the "Instrument of Adherence") in form and substance satisfactory to the Borrower and the Agent pursuant to which such New Bank shall agree to be bound as a Bank by the terms and conditions hereof and the other Loan Documents, and to make Revolving Credit Loans and a Term Loan to the Borrower in accordance with this Agreement, and which Instrument of Adherence shall specify the maximum amount of additional Revolving Credit Loans that such New Bank shall agree to be bound as a Bank by the terms and conditions hereof and the other Loan Documents, and to make Revolving Credit Loans and a Term Loan to the Borrower in accordance with this Agreement, and which Instrument of Adherence shall specify the maximum amount of additional Revolving Credit Loans that such New Bank agrees to provide hereunder (the "Additional Commitment Amount") and the New Bank's address for notices, (d) the Additional Commitment Amount provided by any New Bank must be at least $5,000,000, (e) such New Bank shall have received such opinions of counsel to the Borrower, such evidence of proper corporate organization, existence, authority and appropriate corporate proceedings with respect to the Borrower, and such other certificates, instruments, and documents, as it shall have requested in connection with such Instrument of Adherence, (f) such New Bank shall have paid to the Agent an administrativ...
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 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 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) 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; (iv) 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 5 Bracketed alternatives should be included if there are New Banks. INCREASED COMMITMENT SUPPLEMENT, Page 1 (v) attaches executed counterparts of any U.S. Internal Revenue Service or other forms required under Section 4.10.]
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 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.
(1) Bracketed alternatives should be included if there are New Banks. Exhibit G to Second Amended and Restated Credit Agreement dated as of December 24, 2002, as amended by the Fourth Amendment dated as of November 2, 2005.
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 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 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. Without limiting the Banks' respective ------------ --------- rights to assign their interests pursuant to Section 12.1 hereof, any financial institution approved by the Borrower, the Agent and the Required Banks may join this Agreement as an additional Bank (such Person being herein referred to as the "New Bank") and be entitled to all the rights and --- ---- interests and obligated to perform all of
(a) the Borrower shall, in its sole discretion, have given its prior written consent to the addition of the New Bank as a party to this Agreement, (b) the Agent, the Swing Line Lender and the Required Banks shall have given their prior written consent (which consent shall not be unreasonably withheld). At the request of the Borrower, any Bank may elect to increase its Revolving Credit Commitment and outstanding Bank Loans, with the Revolving Credit Commitment and outstanding Bank Loans of each other Bank desiring to have its Revolving Credit Commitment and outstanding Bank Loans proportionately reduced being reallocated in accordance with Section 2.1(d) hereof; provided that (x) the Borrower shall, in its sole discretion, have given its prior written consent to the increase of such Bank's Revolving Credit Commitment and outstanding Bank Loans, and (y) the Agent, the Swing Line Lender and the Required Banks shall have given their prior written consent (which consent shall not be unreasonably withheld); and provided further that the Aggregate -------- ------- Revolving Credit Commitment and aggregate outstanding Bank Loans may not be increased pursuant to this Section 12.2."; and
(c) adding the following new Section 12.3 in proper numerical order:
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 Pro Rata Share 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 pages 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. 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.
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.
