Addition of Banks. Effective on the Effective Date, the financial institutions described on Schedule 5.02 shall each be added as a Bank for all purposes and shall hereby become vested with all the rights, powers, privileges and duties of a Bank under this Agreement and each of the other Loan Documents. For purposes of this Agreement, the address of each of the Banks listed above shall be as set forth under such Bank's name on the signature pages hereof.
Addition of Banks. 64 5.03 Reallocation of Pro Rata Shares ..................................... 64 5.04 Outstanding Loans and L/C Obligations ............................... 64 5.05 Conditions to All Loans ............................................. 65 5.06 Conditions to All Letters of Credit ................................. 66
Addition of Banks. Any Bank, at any time upon at least two (2) Business Days prior written notice to the Agent and the Company, may assign all or a portion (provided such portion is not less than Five Million Dollars ($5,000,000) in the aggregate) of such Bank's Notes and loans to a domestic or foreign bank (having a branch office in the United States of America), an insurance company or other financial institution (an "Applicant") on any date (the "Adjustment Date") selected by such Bank, but only so long as the Company and the Agent shall have provided their prior written approval of such proposed Applicant, which prior written approval will not be unreasonably withheld. Notwithstanding the foregoing, no such consent of the Company shall be required subsequent to thirty (30) days after the occurrence and during the continuance of an Event of Default. Upon receipt of such approval and to confirm the status of each additional Bank as a party to this Agreement and to evidence the assignment in accordance herewith:
Addition of Banks. At any time and from time to time after the date hereof, the Agent and the Borrower may arrange to have one or more Persons become Banks, provided that the aggregate of the Commitments of all such Persons shall not exceed $15,000,000. A Person shall become a Bank upon its execution of a signature page to this Agreement (in whatever number of counterparts the Agent directs) in the form of Exhibit L with appropriate insertions indicating such Person's name, its Lending Office (which must be located in the United States) and its Commitment, the Borrower's execution and delivery to such Person of a Note in the form of Exhibit D in a principal amount of such Person's Commitment and otherwise appropriately completed and of a Tax Indemnity Agreement in the form of Exhibit J and otherwise satisfactory in form and content to the Agent and such Person, and the Borrower's delivery to the Agent of a supplement to the opinion of counsel referred to in Section 3.01(d) that covers the Note and is otherwise in form and content satisfactory to the Agent and such Person. The execution by Borrower of the Note and the Loan Documents and delivery to the Bank(s ) shall be done outside the State of Florida. Immediately after any Person or Persons become Banks after the date hereof, each of the Banks (including such Person or Persons) shall make a Loan (each a "Refinancing Loan") in an amount equal to its Proportionate Share of the aggregate principal amount of and accrued interest on the Loans then outstanding (the "Pre-existing Loans"); and the proceeds of such Refinancing Loans shall be disbursed pro rata by the Agent to the Banks that were Banks before such Person or Persons became Banks in satisfaction of such Preexisting Loans.
Addition of Banks. On the First Amendment Effective Date, each New Bank shall become a "Bank" under and for all purposes of 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 (including Bank of America and CIBC) shall have a Revolving Commitment, an Acquisition Commitment, a Term A Loan Commitment and a Term B Loan in the amount set forth on Schedule 2.1. To facilitate the foregoing, each New Bank agrees that on the First 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, its Acquisition Percentage of all outstanding Acquisition Loans, its Term A Percentage of all outstanding Term A Loans and the principal amount of its Term B Loan, and the Administrative Agent agrees to immediately (i) remit a portion of such funds to Bank of America and CIBC, in such amounts as are necessary to reduce the Loans of Bank of America and CIBC to the appropriate amounts after giving effect hereto and (ii) remit the balance of such funds (if any) to the Company. Each New Bank agrees that all interest and fees accrued under the Credit Agreement prior to the First Amendment Effective Date are the property of Bank of America and CIBC. By their signatures below each of Bank of America and CIBC confirms that it has not sold or otherwise encumbered its rights under the Credit Agreement or its interest in any Loans prior to the syndication thereof pursuant to this Amendment. 5
Addition of Banks. Any Bank, at any time upon at least two (2) Business Days prior written notice to the Agent and the Company, may assign all or a portion (provided such portion is not less than One Million Dollars ($1,000,000) in the aggregate) of such Bank's Notes and loans to a domestic or foreign bank (having a branch office in the United States of America), an insurance company or other financial institution (an "Applicant") on any date (the "Adjustment Date") selected by such Bank, but only so long as the Agent shall have provided its prior written approval of such proposed Applicant, which prior written approval will not be unreasonably withheld. Upon receipt of such approval and to confirm the status of each additional Bank as a party to this Agreement and to evidence the assignment in accordance herewith:
Addition of Banks. On the Amendment Effective Date, (a) each New Bank (i) shall deliver to the Administrative Agent immediately available funds in the amount of its Percentage (after giving effect hereto) of all outstanding Loans on such date, (ii) it shall become a “Bank” under and for all purposes of the Amended Agreement and (iii) it shall be bound by the Amended Agreement, and shall be entitled to the benefits of the Amended Agreement and each other Loan Document, as if it were an original party to the Loan Agreement; and (b) the amount of each Bank’s Loan and each Bank’s Percentage shall be as set forth on Schedule 2.1 hereto.
Addition of Banks. (a) Certain Persons are becoming Banks under the Credit Agreement as of the date of this Amendment. Such Banks shall evidence their entry into the Credit Agreement by their execution and delivery of signature pages to this Amendment. This Amendment shall not be given effect prior to receipt of such Banks’ executed pages hereto. Such Banks’ Commitments and Loans appear in Schedule 2.1 of Annex I hereto. Such Persons shall have the rights, duties and obligations of Banks on and after the date hereof as a result of executing this Amendment (including, without limitation, funding obligations in respect of their Additional Commitments as and when required under the Credit Agreement). The Administrative Agent is hereby authorized to take such steps under the Credit Agreement as reasonably required to give effect to the addition of such Persons as Banks, including, without limitation, reallocating outstanding obligations among the Banks ratably based on their Commitments. The parties hereto agree with and consent to the foregoing.
Addition of Banks. On the Amendment Effective Date, each New Bank shall become a "Bank" under and for all purposes of 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 a Commitment in the amount, and a Pro Rata Share, as set forth on Schedule 2.01 hereto.
Addition of Banks. On the Amendment Effective Date, (a) each New Bank (i) shall deliver to the Administrative Agent immediately available funds in the amount of its Pro Rata Share (after giving effect hereto) of all outstanding Loans on such date, (ii) it shall become a “Bank” under and for all purposes of the Amended Agreement and (iii) it shall be bound by the Amended Agreement, and shall be entitled to the benefits of the Amended Agreement and each other Loan Document, as if it were an original party to the Credit Agreement; (b) each Bank (if any) that is a party to the Credit Agreement immediately prior to giving effect to this Amendment (each an “Existing Bank”) and that will have a higher Pro Rata Share after giving effect hereto shall deliver to the Administrative Agent immediately available funds in the amount required so that, upon the effectiveness hereof, it will have outstanding Loans in an amount equal to its Pro Rata Share of all outstanding Loans; and (c) the amount of each Bank’s Commitment and each Bank’s Pro Rata Share shall be as set forth on Schedule 2.01 hereto.
