Common use of Additional Banks Clause in Contracts

Additional Banks. (a) Agent may, upon the consent of the Borrowers, which consent shall not be unreasonably withheld, at any time add one or more banks to this Agreement by each such bank agreeing to be bound by the terms of this Agreement by virtue of executing a signature page hereto, which shall contain the amount of such bank's Revolving Credit Commitment. Upon the execution of a signature page hereto and the satisfaction of the conditions and other terms herein, such additional bank shall be deemed a "Bank" for the purposes of this Agreement and shall enjoy all rights and assume all obligations of a Bank as set forth in this Agreement. (b) Upon the execution of a signature page hereto by the additional Bank, the then existing Banks shall be deemed to sell and assign to the additional Bank, without representation, warranty, or recourse, and the additional Bank shall be deemed to purchase and assume from the existing Banks, a portion of the rights and obligations of the existing Banks with respect to the Credit such that after the sale and assignment each of the Banks (including the additional Bank) shall own a portion of the Credit, the Advances, and the Letter of Credit Contingent Obligations in an amount equal to its Pro Rata Portion (after adjustment to take into account the Revolving Credit Commitment of the additional Bank). Pursuant to such sale and assignment of a portion of the Credit, the existing Banks are entitled to payment of all amounts owing under the portions of the Credit sold and assigned, and the additional Bank shall pay to the Agent, for the benefit of the existing Banks, at its Lending Office specified in the signature pages hereof, in immediately available funds, an amount equal to the additional Bank's Pro Rata Portion of all amounts owing under the Credit. (c) By executing and delivering a signature page hereto, the additional Bank confirms to and agrees with the other parties hereto as follows: (i) the Banks and the Agent make no representation or warranty and assume no responsibility with respect to any statements, warranties, or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) the Banks and the Agent make no representation or warranty and assume no responsibility with respect to the financial condition of the Borrowers or the performance or observance by any Borrower of any of its obligations or any other instrument or document furnished pursuant hereto; (iii) the additional Bank confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 6.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iv) the additional Bank will, independently and without reliance upon the Agent or any of the Banks, 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) the additional Bank appoints and authorizes the Agent to take such action as the 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 and thereof, together with such powers as are reasonably incidental thereto; and (vi) the additional Bank agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank.

Additional Banks. (a) Agent may, upon With the prior written consent of the Borrowersall Banks, which consent shall not be unreasonably withheld, at any time add one or more banks additional Persons (other than a Competitor of Borrower) may become Banks under this Agreement in order to increase the Revolving Credit Commitments or replace a portion of the Loans and the commitments of any Bank, subject to the following conditions: (i) Each prospective Bank shall duly authorize, execute and deliver to Agent an addendum to this Agreement in which such Person becomes a party to this Agreement and all Loan Documents to which the Banks are parties, makes the undertakings made by each Banks herein, and agrees to perform all its obligations as a Bank under this Agreement and all such bank agreeing to documents and be bound by the terms of this Agreement by virtue of executing a signature page hereto, which shall contain the amount of such bank's Revolving Credit Commitment. Upon the execution of a signature page hereto and the satisfaction of the conditions and other terms herein, such additional bank shall be deemed a "Bank" for the purposes term of this Agreement and all such documents; and (ii) Borrower shall enjoy all rights duly authorize, execute and assume all obligations deliver to Agent such addendum and authorize, execute and deliver to the prospective Bank a Revolving Note in a maximum principal amount equal to the Revolving Credit Commitment amount of a such prospective Bank as set forth in this Agreementand if applicable execute and deliver to the Bank reducing its Revolving Credit Commitment an amended and restated Revolving Note. (b) Upon At any time during the execution term hereof, without the prior consent of a signature page hereto by the additional other Banks or Agent, each Bank may sell to any Person which is not related to such Bank, an interest in the then existing Loans and such Bank's Revolving Credit Commitment, in a minimum amount of $2,000,000, provided such Person is not a Competitor of Borrower and possesses assets at least equal to $1,000,000,000 and provided the selling Bank notifies the Agent and the other Banks shall be deemed to sell and assign in writing prior to the date of such transfer. Such right may be exercised by each Bank only once during the term hereof. Borrower agrees to execute any additional BankRevolving Notes, without representation, warranty, or recourse, such amendments to this Agreement and the additional Bank shall any amended and restated Revolving Notes as may be deemed required to purchase and assume from the existing Banks, a portion of the rights and obligations of the existing Banks with respect to the Credit such that after the sale and assignment each of the Banks (including the additional Bank) shall own a portion of the Credit, the Advances, and the Letter of Credit Contingent Obligations in an amount equal to its Pro Rata Portion (after adjustment to take into account the Revolving Credit Commitment of the additional Bank). Pursuant to properly evidence such sale and assignment of a portion of the Credit, the existing Banks are entitled to payment of all amounts owing under the portions of the Credit sold and assigned, and the additional Bank shall pay to the Agent, for the benefit of the existing Banks, at its Lending Office specified in the signature pages hereof, in immediately available funds, an amount equal to the additional Bank's Pro Rata Portion of all amounts owing under the Credittransfer. (c) By executing and delivering a signature page heretoAt any time during the term hereof, without the additional Bank confirms to and agrees with prior consent of the other parties hereto as follows: (i) Banks or Agent, each Bank may sell to any bank which is wholly owned by such Bank or is wholly owned by the Banks corporation owning all of the outstanding common capital stock of such selling Bank, an interest in the Loans and such Bank's Revolving Credit Commitment, in a minimum amount of $2,000,000, provided such Bank possesses assets of at least $1,000,000,000 and provided the selling Bank notifies the Agent and the Agent make no representation or warranty and assume no responsibility with respect to any statements, warranties, or representations made other Banks in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) the Banks and the Agent make no representation or warranty and assume no responsibility with respect writing prior to the financial condition date of the Borrowers or the performance or observance by such transfer. Borrower agrees to execute any Borrower of any of its obligations or any other instrument or document furnished pursuant hereto; (iii) the additional Bank confirms that it has received a copy of this AgreementRevolving Notes, together with copies of the financial statements referred such amendments to in Section 6.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iv) the additional Bank will, independently and without reliance upon the Agent or any of the Banks, 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) the additional Bank appoints and authorizes the Agent to take such action as the Agent on its behalf and to exercise such powers under this Agreement and any amended and restated Revolving Notes as may be required to properly evidence such sale and transfer. (d) At any time during the term hereof, each Bank may sell participation interests to other Persons (other than a Competitor of Borrower) with the prior written consent of the Agent and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) the additional Bank agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a BankBanks.

Additional Banks. (a) Agent may, upon The Company may request that the consent of the Borrowers, which consent shall not aggregate Revolving Credit Commitments be unreasonably withheld, at any time add increased by up to $75,000,000 by offering such increase to one or more Banks already party hereto or new banks not already party hereto (each such Bank or bank being hereinafter referred to as an "Additional Bank") reasonably acceptable to the Administrative Agent. Each such increase in the Revolving Credit Commitments shall be subject to satisfaction of the following conditions in each case as of the date such increase is to be effective: (i) no Default or Event of Default shall occur or be continuing, (ii) such increase shall be at least $25,000,000, (iii) the Company shall have paid to each Bank any amount that will be due such Bank under Section 5.8 hereof as a result of any prepayment (pursuant to the last sentence of this Section) of any Fixed Rate Loans outstanding under this Agreement at the time of the effectiveness of such increase, (iv) the Administrative Agent shall have received an acknowledgment agreement providing for such increase in form and substance satisfactory to it executed by each Borrower, the Administrative Agent and each Additional Bank, and (v) the Administrative Agent shall have received Committed Loan Notes and Bid Notes executed by each Borrower in favor of each such bank agreeing to be bound by the terms of this Agreement by virtue of executing a signature page hereto, which shall contain the amount of such bank's Revolving Credit CommitmentAdditional Bank. Upon the execution of a signature page hereto and the satisfaction of such conditions, effective as of the conditions and other terms hereindate set forth in such acknowledgment agreement, (i) each such additional bank Additional Bank shall thereafter be deemed a "Bank" for the purposes of party to this Agreement and shall enjoy be entitled to all rights rights, benefits and assume all privileges afforded a Bank hereunder and subject to the obligations of a Bank as set forth in this Agreement. (b) Upon the execution of a signature page hereto by the additional Bank, the then existing Banks shall be deemed to sell and assign hereunder to the additional Bank, without representation, warranty, or recourse, extent of its Revolving Credit Commitment and (ii) the additional Bank shall be deemed to purchase and assume from the existing Banks, a portion aggregate Revolving Credit Commitments of the rights and obligations of the existing Banks with respect to the Credit such that after the sale and assignment each of all the Banks (including the additional BankAdditional Banks) shall own a portion be increased by the amount of the Credit, Revolving Credit Commitments of the Advances, and the Letter of Credit Contingent Obligations Additional Banks (without any increase in an amount equal to its Pro Rata Portion (after adjustment to take into account the Revolving Credit Commitment of the additional any Bank other than an Additional Bank). Pursuant Concurrently with the effectiveness of such increase, each Additional Bank shall fund its pro rata share of outstanding Committed Loans and overdue Reimbursement Obligations to the Administrative Agent in accordance with Section 1.4 hereof (which amount shall thereafter be distributed to the other Banks which originally made such sale and assignment of Committed Loans or funded such Reimbursement Obligations) so that after giving effect thereto each Bank, including each Additional Bank, holds a portion pro rata share (in accordance with its Percentage) of the Credit, outstanding Committed Loans and L/C Obligations based on the existing Banks are entitled to payment amount of all amounts owing under the portions its respective Percentage. (o) Schedule 9.2 of the Credit sold and assignedAgreement shall be amended by adding thereto in the appropriate locations the following additional Investments: Percent Jurisdiction of Investment Owned By Ownership Organization ---------- -------- --------- ------------ Bake▇ ▇▇▇ool Specialty General Binding Co., and the additional Bank shall pay to the AgentInc. Corporation 100% Massachusetts Printing Wire Supplies GBC International, for the benefit Inc. Limited 100% Ireland (p) Section 11.4 of the existing Banks, at its Lending Office specified Credit Agreement shall be amended by striking the words "financial statements" appearing in the signature pages hereofeighth line thereof and substituting therefor the phrase "the date December 31, in immediately available funds, an amount equal to the additional Bank's Pro Rata Portion of all amounts owing under the Credit1995". (cq) By executing and delivering a signature page hereto, the additional Bank confirms to and agrees with the other parties hereto as follows: (i) the Banks and the Agent make no representation or warranty and assume no responsibility with respect to any statements, warranties, or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) the Banks and the Agent make no representation or warranty and assume no responsibility with respect to the financial condition Section 11.4 of the Borrowers or Credit Agreement shall be amended by striking the performance or observance by any Borrower of any of its obligations or any other instrument or document furnished pursuant hereto; (iii) reference "Sections 12.6(a)(ii)" appearing in the additional Bank confirms that it has received a copy of this Agreement, together with copies of ninth line thereof and substituting therefor the financial statements referred to in reference "Section 6.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iv) the additional Bank will, independently and without reliance upon the Agent or any of the Banks, 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) the additional Bank appoints and authorizes the Agent to take such action as the 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 and thereof, together with such powers as are reasonably incidental thereto; and (vi) the additional Bank agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank12.6(a)(i)".

Additional Banks. (a) Agent may, upon With the prior written consent of the Borrowersall Banks, which consent shall not be unreasonably withheld, at any time add one or more banks additional Persons may become Banks under this Agreement in order to increase the Revolving Credit Commitments or replace a portion of the Loans and the commitments of any Bank, subject to the following conditions: (i) Each prospective Bank shall duly authorize, execute and deliver to Agent an addendum to this Agreement in which such Person becomes a party to this Agreement and all Loan Documents to which the Banks are parties, makes the undertakings made by each Banks herein, and agrees to perform all its obligations as a Bank under this Agreement and all such bank agreeing to documents and be bound by the terms of this Agreement by virtue of executing a signature page hereto, which shall contain the amount of such bank's Revolving Credit Commitment. Upon the execution of a signature page hereto and the satisfaction of the conditions and other terms herein, such additional bank shall be deemed a "Bank" for the purposes term of this Agreement and all such documents; and (ii) Borrowers shall enjoy all rights duly authorize, execute and assume all obligations deliver to Agent such addendum and authorize, execute and deliver to the prospective Bank a Revolving Note in a maximum principal amount equal to the Revolving Credit Commitment Amount of a such prospective Bank as set forth in this Agreementand if applicable execute and deliver to the Bank reducing its Revolving Credit Commitment an amended and restated Revolving Note. (b) Upon At any time during the execution term hereof, without the prior consent of a signature page hereto by the additional other Banks or Agent, each Bank may sell to any Person which is not related to such Bank, an interest in the then existing Loans and such Bank's Revolving Credit Commitment, in a minimum amount of $2,000,000, provided such Person possesses assets at least equal to $1,000,000,000 and provided the selling Bank notifies the Agent and the other Banks shall be deemed to sell and assign in writing prior to the date of such transfer. Such right may be exercised by each Bank only once during the term hereof. Borrowers agree to execute any additional BankRevolving Notes, without representation, warranty, or recourse, such amendments to this Agreement and the additional Bank shall any amended and restated Revolving Notes as may be deemed required to purchase and assume from the existing Banks, a portion of the rights and obligations of the existing Banks with respect to the Credit such that after the sale and assignment each of the Banks (including the additional Bank) shall own a portion of the Credit, the Advances, and the Letter of Credit Contingent Obligations in an amount equal to its Pro Rata Portion (after adjustment to take into account the Revolving Credit Commitment of the additional Bank). Pursuant to properly evidence such sale and assignment of a portion of the Credit, the existing Banks are entitled to payment of all amounts owing under the portions of the Credit sold and assigned, and the additional Bank shall pay to the Agent, for the benefit of the existing Banks, at its Lending Office specified in the signature pages hereof, in immediately available funds, an amount equal to the additional Bank's Pro Rata Portion of all amounts owing under the Credittransfer. (c) By executing and delivering a signature page heretoAt any time during the term hereof, without the additional Bank confirms to and agrees with prior consent of the other parties hereto as follows: (i) Banks or Agent, each Bank may sell to any bank which is wholly owned by such Bank or is wholly owned by the Banks corporation owning all of the outstanding common capital stock of such selling Bank, an interest in the Loans and such Bank's Revolving Credit Commitment, in a minimum amount of $2,000,000, provided such Bank possesses assets of at least $1,000,000,000 and provided the selling Bank notifies the Agent and the Agent make no representation or warranty and assume no responsibility with respect to any statements, warranties, or representations made other Banks in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) the Banks and the Agent make no representation or warranty and assume no responsibility with respect writing prior to the financial condition date of the such transfer. Borrowers or the performance or observance by agree to execute any Borrower of any of its obligations or any other instrument or document furnished pursuant hereto; (iii) the additional Bank confirms that it has received a copy of this AgreementRevolving Notes, together with copies of the financial statements referred such amendments to in Section 6.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iv) the additional Bank will, independently and without reliance upon the Agent or any of the Banks, 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) the additional Bank appoints and authorizes the Agent to take such action as the Agent on its behalf and to exercise such powers under this Agreement and any amended and restated Revolving Notes as may be required to properly evidence such sale and transfer. (d) At any time during the term hereof, each Bank may sell participation interests to other persons with the prior written consent of the Agent and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) the additional Bank agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a BankBanks.