Common use of New Banks Clause in Contracts

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 administrative fee in the sum of $3,500 for the account of the Agent, and (g) such New Bank shall have confirmed to and agreed with the Agent, the Swing Line Lender and the Banks and the Borrower as follows: (i) the Agent, the Swing Line Lender and the Banks have made no representation or warranty and shall have no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency, collectibility or value of this Agreement, the other Loan Documents, and Collateral, or any other Instrument or document furnished pursuant hereto; (ii) the Agent, the Swing Line Lender and the Banks have made no representation or warranty and shall have no responsibility with respect to the financial condition of any Credit Party and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of their obligations under this Agreement or any of the other Loan Documents, or the performance or observance by any Credit Party and its Subsidiaries or any other Person primarily or secondarily liable in respect of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such New Bank confirms that it has received a copy of this Agreement and the other Loan Documents, together with copies of the most recent financial statements referred to in Sections 4.18 and 6.1 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Instrument of Adherence; (iv) such New Bank will, independently and without reliance upon the other Banks, the Swing Line Lender, or the Agent 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 this Agreement; (v) such New Bank appoints and authorizes the Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (vi) such New Bank agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and (vii) such New Bank represents and warrants that it is legally authorized to enter into such Instrument of Adherence. Upon any New Bank's execution of an Instrument of Adherence and the Borrower's, the Agent's, the Swing Line Lender's and the Required Banks' consent thereto, the Percentage of each Bank and the Aggregate Revolving Credit Commitment shall be adjusted appropriately. Promptly thereafter, the Borrower shall notify each of the Banks and the of the joinder hereunder of such New Bank, the resulting increase in the Aggregate Revolving Credit Commitment and each Bank's new Percentage and provide each of the Banks and the Agent with a copy of the executed Instrument of Adherence and a copy of Exhibit A reflecting the necessary adjustments. --------- Upon the effective date of any Instrument of Adherence, the New Bank shall make all (if any) such payments to the other Banks as may be necessary to result in the Revolving Credit Loans made by such New Bank being equal to such New Bank's Percentage (as then in effect) of the aggregate principal amount of all Revolving Credit Loans outstanding to the Borrower as of such date. The Borrower hereby agrees that any New Bank so paying any such amount to the other Banks pursuant to this Section 12.2 shall be entitled to all the rights of a Bank hereunder and such payments to the other Banks shall constitute Revolving Credit Loans held by such New Bank hereunder and that such New Bank may, to the fullest extent permitted by law, exercise all of its right of payment (including the right of set-off) with respect to such amounts as fully as if such New Bank had initially advanced the Borrower the amount of such payments.

New Banks. Any financial institution approved by the BorrowerBorrowers, 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 Borrowers shall, in its sole discretion, have -------- ---- given its their 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 Borrowers shall have executed and delivered an instrument of adherence (the "Instrument of ------------- Adherence") in form and substance satisfactory to the Borrower Borrowers 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 Borrowers 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 BorrowerBorrowers, such evidence of proper corporate organization, existence, authority and appropriate corporate proceedings with respect to the BorrowerBorrowers, 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 administrative fee in the sum of $3,500 for the account of the Agent, and (g) such New Bank shall have confirmed to and agreed with the Agent, the Swing Line Lender and the Banks and the Borrower Borrowers as follows: (i) the Agent, the Swing Line Lender and the Banks have made no representation or warranty and shall have no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency, collectibility or value of this Agreement, the other Loan Documents, and Collateral, or any other Instrument or document furnished pursuant hereto; (ii) the Agent, the Swing Line Lender and the Banks have made no representation or warranty and shall have no responsibility with respect to the financial condition of any Credit Party either Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of their obligations under this Agreement or any of the other Loan Documents, or the performance or observance by any Credit Party either Borrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such New Bank confirms that it has received a copy of this Agreement and the other Loan Documents, together with copies of the most recent financial statements referred to in Sections 4.18 and 6.1 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Instrument of Adherence; (iv) such New Bank will, independently and without reliance upon the other Banks, the Swing Line Lender, or the Agent 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 this Agreement; (v) such New Bank appoints and authorizes the Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (vi) such New Bank agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and (vii) such New Bank represents and warrants that it is legally authorized to enter into such Instrument of Adherence. Upon any New Bank's execution of an Instrument of Adherence and the Borrower'sBorrowers', the Agent's, the Swing Line Lender's and the Required Banks' consent thereto, the Percentage of each Bank and the Aggregate Revolving Credit Commitment shall be adjusted appropriately. Promptly thereafter, the Borrower Borrowers shall notify each of the Banks and the Agent of the joinder hereunder of such New Bank, the resulting increase in the Aggregate Revolving Credit Commitment and each Bank's new Percentage and provide each of the Banks and the Agent with a copy of the executed Instrument of Adherence and a copy of Exhibit A --------- reflecting the necessary adjustments. --------- Upon the effective date of any Instrument of Adherence, the New Bank shall make all (if any) such payments to the other Banks as may be necessary to result in the Revolving Credit Loans made by such New Bank being equal to such New Bank's Percentage (as then in effect) of the aggregate principal amount of all Revolving Credit Loans outstanding to the Borrower Borrowers as of such date. The Borrower Borrowers hereby agrees agree that any New Bank so paying any such amount to the other Banks pursuant to this Section 12.2 shall be entitled to all the rights of a Bank hereunder and such payments to the other Banks shall constitute Revolving Credit Loans held by such New Bank hereunder and that such New Bank may, to the fullest extent permitted by law, exercise all of its right of payment (including the right of set-off) with respect to such amounts as fully as if such New Bank had initially advanced the Borrower Borrowers the amount of such payments.

New Banks. Any financial institution approved by (a) a Bank (the Borrower"Existing Bank") may, the Agent and the Required Banks may join at any time, assign, transfer or novate any of its rights and/or obligations under this Agreement as an additional Bank to another person (such Person being herein referred to as the "New Bank") and be entitled without the prior consent of or notice to all the rights and interests and obligated any Obligor except that: (i) prior to perform all completion of the Primary Syndication Period, the Existing Bank may only assign, transfer or novate (or seek to assign, transfer or novate) its rights and/or obligations in accordance with the syndication strategy agreed between the Arrangers and duties NGG; (ii) the prior written consent of NGG (such consent not to be unreasonably withheld or delayed) is required for any such assignment, transfer or novation with respect to Facilities A or C prior to the NXXX Acquisition Completion Date and such consent will be deemed to have been given if, within fourteen days of receipt by NGG of an application for consent, it has not been expressly refused; and (iii) in the case of a partial assignment, transfer or novation of its rights and/or obligations under any Facility a minimum amount of US$10,000,000 (or its equivalent) in aggregate and a minimum of US$1,000,000 (or its equivalent) per Facility (unless to an Affiliate of a Bank with respect or to a specified additional amount another Bank or the Agent agrees otherwise) must be assigned, transferred or novated. (b) A transfer of Revolving Credit Commitment hereunder, provided, that obligations will be effective only if either: (ai) the Borrower shall, obligations are transferred by way of novation in its sole discretion, have -------- ---- given its prior written consent to the addition of accordance with Clause 29.3 (Procedure for transfers); or (ii) the New Bank confirms to the Agent and NGG that it undertakes to be bound by the terms of this Agreement 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 Agent. On the Agent pursuant to which such New transfer becoming effective in this manner the Existing 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 relieved of its obligations under this Agreement to the Borrower in accordance with this Agreement, and which Instrument of Adherence shall specify the maximum amount of additional Revolving Credit Loans extent that such New Bank shall agree they are transferred 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 . (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for notices, that obligation. (d) On each occasion that an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement after completion of the Additional Commitment Amount provided by any Primary Syndication Period (other than to an Affiliate), the New Bank must be at least $5,000,000shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of (pound)1,000. (e) such An Existing Bank is not responsible to a 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 administrative fee in the sum of $3,500 for the account of the Agent, and (g) such New Bank shall have confirmed to and agreed with the Agent, the Swing Line Lender and the Banks and the Borrower as followsfor: (i) the Agentexecution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the Swing Line Lender and collectability of amounts payable under any Finance Document; or (iii) the Banks have made no representation accuracy of any statements (whether written or warranty and shall have no responsibility with respect to any statements, warranties or representations oral) made in or in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement or and has not relied exclusively on any information provided to it by the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency, collectibility or value of this Agreement, the other Loan Documents, and Collateral, or Existing Bank in connection with any other Instrument or document furnished pursuant hereto;Finance Document; and (ii) will continue to make its own independent appraisal of the Agent, the Swing Line Lender and the Banks have made no representation or warranty and shall have no responsibility with respect to the financial condition creditworthiness of any Credit Party each Obligor and its Subsidiaries related entities while any amount is or may be outstanding under this Agreement or any other Person primarily or secondarily liable Commitment is in respect force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of their the rights and/or obligations assigned or transferred or novated under this Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor of its obligations under this Agreement or any of the other Loan Documents, or the performance or observance by any Credit Party and its Subsidiaries or any other Person primarily or secondarily liable otherwise. (h) Any reference in respect of their obligations under this Agreement to a Bank includes a New Bank. but excludes a Bank if no amount is or any of the other Loan Documents may be owed to or any other instrument or document furnished pursuant hereto or thereto; (iii) such New by that Bank confirms that it has received a copy of this Agreement and the other Loan Documents, together with copies of the most recent financial statements referred to in Sections 4.18 and 6.1 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Instrument of Adherence; (iv) such New Bank will, independently and without reliance upon the other Banks, the Swing Line Lender, or the Agent 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 this Agreement; (v) such New Bank appoints and authorizes the Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated its Commitment has been cancelled or reduced to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (vi) such New Bank agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and (vii) such New Bank represents and warrants that it is legally authorized to enter into such Instrument of Adherence. Upon any New Bank's execution of an Instrument of Adherence and the Borrower's, the Agent's, the Swing Line Lender's and the Required Banks' consent thereto, the Percentage of each Bank and the Aggregate Revolving Credit Commitment shall be adjusted appropriately. Promptly thereafter, the Borrower shall notify each of the Banks and the of the joinder hereunder of such New Bank, the resulting increase in the Aggregate Revolving Credit Commitment and each Bank's new Percentage and provide each of the Banks and the Agent with a copy of the executed Instrument of Adherence and a copy of Exhibit A reflecting the necessary adjustments. --------- Upon the effective date of any Instrument of Adherence, the New Bank shall make all (if any) such payments to the other Banks as may be necessary to result in the Revolving Credit Loans made by such New Bank being equal to such New Bank's Percentage (as then in effect) of the aggregate principal amount of all Revolving Credit Loans outstanding to the Borrower as of such date. The Borrower hereby agrees that any New Bank so paying any such amount to the other Banks pursuant to this Section 12.2 shall be entitled to all the rights of a Bank hereunder and such payments to the other Banks shall constitute Revolving Credit Loans held by such New Bank hereunder and that such New Bank may, to the fullest extent permitted by law, exercise all of its right of payment (including the right of set-off) with respect to such amounts as fully as if such New Bank had initially advanced the Borrower the amount of such paymentsnil.

New Banks. Any financial institution approved (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 BorrowerBorrower 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 Required Banks may join Borrower that it undertakes to be bound by the terms of 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 that Agent. On the Borrower and transfer becoming effective in this manner the Agent pursuant to which such New Existing 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 relieved of its obligations under this Agreement to the Borrower in accordance with this Agreement, and which Instrument of Adherence shall specify the maximum amount of additional Revolving Credit Loans extent 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 they are transferred to the Borrower New Bank; and (iii) upon performance of all “know your customer” or other checks relating to any person that the Facility Agent is required to carry out in accordance with this Agreementrelation to such assignment to a New Bank, and the completion of which Instrument of Adherence the Facility Agent shall specify promptly notify to the maximum amount of additional Revolving Credit Loans that such New Existing Bank agrees to provide hereunder (the "Additional Commitment Amount") and the New Bank's address . (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for notices, that obligation. (d) On each occasion that an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate), the Additional Commitment Amount provided by any New Bank must be at least $5,000,000shall, on the date the assignment, transfer and/or novation takes effect, pay to the relevant Agent for its own account a fee of US$1,500. (e) such An Existing Bank is not responsible to a 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 administrative fee in the sum of $3,500 for the account of the Agent, and (g) such New Bank shall have confirmed to and agreed with the Agent, the Swing Line Lender and the Banks and the Borrower as followsfor: (i) the Agentexecution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the Swing Line Lender and collectability of amounts payable under any Finance Document; or (iii) the Banks have made no representation accuracy of any statements (whether written or warranty and shall have no responsibility with respect to any statements, warranties or representations oral) made in or in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement or and has not relied exclusively on any information provided to it by the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency, collectibility or value of this Agreement, the other Loan Documents, and Collateral, or Existing Bank in connection with any other Instrument or document furnished pursuant hereto;Finance Document; and (ii) will continue to make its own independent appraisal of the Agent, creditworthiness of the Swing Line Lender and the Banks have made no representation or warranty and shall have no responsibility with respect to the financial condition of any Credit Party Borrower and its Subsidiaries related entities while any amount is or may be outstanding under this Agreement or any other Person primarily Revolving Commitment or secondarily liable Swingline Commitment, where relevant, is in respect force. Back to Contents (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of their the rights and/or obligations assigned or transferred or novated under this Clause; or (ii) support any losses incurred by the New Bank by reason of the non performance by the Borrower of its obligations under this Agreement or any of the other Loan Documents, or the performance or observance by any Credit Party and its Subsidiaries or any other Person primarily or secondarily liable otherwise. (h) Any reference in respect of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such to a Bank includes a New Bank confirms but excludes a Bank if no amount is or may be owed to or by that it has received a copy of this Agreement and the other Loan Documents, together with copies of the most recent financial statements referred to in Sections 4.18 and 6.1 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Instrument of Adherence; (iv) such New Bank will, independently and without reliance upon the other Banks, the Swing Line Lender, or the Agent 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 this Agreement; (v) such New Bank appoints and authorizes the Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (vi) such New Bank agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and (vii) such New Bank represents and warrants that it is legally authorized to enter into such Instrument of Adherence. Upon any New Bank's execution of an Instrument of Adherence and the Borrower's, the Agent's, the Swing Line Lender's and the Required Banks' consent thereto, the Percentage of each Bank and the Aggregate its Revolving Credit Commitment shall be adjusted appropriately. Promptly thereafter, the Borrower shall notify each of the Banks and the of the joinder hereunder of such New Bank, the resulting increase in the Aggregate Revolving Credit Commitment and each Bank's new Percentage and provide each of the Banks and the Agent with a copy of the executed Instrument of Adherence and a copy of Exhibit A reflecting the necessary adjustments. --------- Upon the effective date of any Instrument of Adherence, the New Bank shall make all (if any) such payments Swingline Commitment have been cancelled or reduced to the other Banks as may be necessary to result in the Revolving Credit Loans made by such New Bank being equal to such New Bank's Percentage (as then in effect) of the aggregate principal amount of all Revolving Credit Loans outstanding to the Borrower as of such date. The Borrower hereby agrees that any New Bank so paying any such amount to the other Banks pursuant to this Section 12.2 shall be entitled to all the rights of a Bank hereunder and such payments to the other Banks shall constitute Revolving Credit Loans held by such New Bank hereunder and that such New Bank may, to the fullest extent permitted by law, exercise all of its right of payment (including the right of set-off) with respect to such amounts as fully as if such New Bank had initially advanced the Borrower the amount of such paymentsnil.