AGENT AND BANKS. JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank, who was formerly The Chase Manhattan Bank, who was successor-in-interest by merger to the Chase Bank of Texas, National Association who was formerly known as TEXAS COMMERCE BANK NATIONAL ASSOCIATION), individually as a Bank, as Agent, and as Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Senior Vice President BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President XXXXX FARGO BANK, N.A. (formerly Xxxxx Fargo Bank Texas, National Association) By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Senior Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 7 AMEGY BANK, N.A. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President SUNTRUST BANK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 8 OBLIGATED PARTY CONSENT Each Obligated Party (i) consents and agrees to this Third Amendment to Third Amended and Restated Credit Agreement; (ii) agrees that the Guaranty, Subsidiary Security Agreement, and the Subsidiary Pledge Agreement to which it is a party shall remain in full force and effect and shall continue to be the legal, valid, and binding obligation of such Obligated Party enforceable against it in accordance with its terms; and (iii) agrees that the “Obligations” as defined in the Agreement as amended hereby (including, without limitation, all obligations, indebtedness, and liabilities arising in connection with the Letters of Credit and the increase in the Revolving Commitments contemplated hereby) are “Obligations” as defined in the Guaranty. OBLIGATED PARTIES: MENTAL HEALTH OUTCOMES, INC. HORIZON HEALTH PHYSICAL REHABILITATION SERVICES, INC. (formerly Specialty Rehab Management, Inc.) HHMC PARTNERS, INC. HORIZON BEHAVIORAL SERVICES, INC. (successor in interest by merger to Horizon Behavioral Services IPA, Inc., Horizon Behavioral Services of New Jersey, Inc., Horizon Behavioral Services of New York, Inc., Horizon Behavioral Services of California, Inc., Employee Assistance Programs International, LLC, Florida Psychiatric Associates, LLC, Horizon Behavioral Services of Florida, LLC, and Occu...
AGENT AND BANKS. JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank, who was successor-in - interest by merger to the Chase Bank of Texas, National Association who was formerly known as TEXAS COMMERCE BANK NATIONAL ASSOCIATION), individually as a Bank, as Agent, and as Issuing Bank By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx, Vice President Title: JPMorgan Chase Bank BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Senior Vice President XXXXX FARGO BANK TEXAS, NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, Vice President SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 15 KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Senior Vice President Address for Notices: Mail Address: 8100 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx Xommons Wexx Xxxxx Xxxxxx, Xxxxx 00000 Attention: Xxxxxx Xxxxxxxx Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Lending Office for Base Rate Accounts and Eurodollar Accounts: 8100 Xxxxxxx Xxxx, Xxxxx 040 Xxxxxxx Xxxxxxx Xxxx Xxxxx Xxxxxx, Xxxxx 00000 Attention: Xxxxxx Xxxxxxxx Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 120 Xxxxxx Xxxxxx, XX-00-00-0000 Xxxxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxxxx; Xxxxx Xxxxxx Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000; (000) 000-0000
AGENT AND BANKS. (including notice information in connection with Section 8.4): To the Agent or Bank of America: Bank of America, N.A. Mail Code MA5-503-04-16 Xxx Xxxxxxx Xxxxxx Xxxxxx Xxxxx, Xxxxxx, XX 00000 Attn: Xxxx X. Xxxxx, Senior Vice President (facsimile: 617-346-4670) with a copy to: Xxxxxx, XxXxxxxxx & Fish, LLP World Trade Center West 000 Xxxxxxx Xxxxxxxxx Xxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxxxxxx, Esq. (facsimile: 617-310-9806) To the Banks: Citicorp USA, Inc. (“Citicorp”) x/x Xxxxxxxx, N.A. Center for Community Development Enterprise Xxx Xxxxx Xxxxxx 00xx Xxxxx, Xxxx 00 Xxxx Xxxxxx Xxxx, XX 00000 Attn: Xxxxx XxXxxx (facsimile 718-248-4722) Xxxxxxx Xxxxx Community Development Company, LLC (“Xxxxxxx Xxxxx”) Four World Financial Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxxxx (facsimile 212-738-2102) with a copy to: Sidley Xxxxxx Xxxxx & Xxxx LLP Bank Xxx Xxxxx Xxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Xxxx X. Xxxxxxx, Esq. (Facsimile 312-853-7036) Sovereign Bank (“Sovereign”) 000 Xxxx Xxxxxx 00-0000-XX0 Xxxxxxx, XX 00000 Attn: X. Xxxxxxx, Vice President (Facsimile 610-378-6239) HSBC Bank USA (“HSBC”) Commercial Real Estate/ Upstate Xxx XXXX Xxxxxx Xxxxxxx, Xxx Xxxx 00000-0000 Attn: Xxxxxxxxxxx X. Xxxxxxxx, Vice President (Facsimile: 716-841-4199) with a copy to: Xxxxxxxx Xxxxx LLP 0000 XXXX Xxxxxx Xxxxxxx, Xxx Xxxx 00000-0000 Attn: Xxxxxxx X. Xxxxxxxxx, Esq. (Facsimile: 716-852-6100) Comerica Bank (“Comerica”) Mail Code 3268 000 Xxxxxxxx Xxxxxx Detroit, MI 48226 Attn: Xxxx X. Xxxxxx, Vice President Electronic Mail: xxxxxxxx@xxxxxxxx.xxx with a copy to: Bodman LLP 000 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx (Facsimile: 313-393-7579)
AGENT AND BANKS. Further, if a majority of the shareholders of MidSouth entitled to vote on a sale of all of the assets or substantially all of the assets or common stock of MidSouth authorize the sale or transfer of all or substantially all of the assets or common stock of MidSouth to a third party (the "Acquiring Party"), this Agreement shall be deemed automatically assigned and transferred to the Acquiring Party without the necessity of obtaining the consent of the Practice. Except as set forth above, neither MidSouth nor the Practice shall have the right to assign their respective rights and obligations hereunder without the written consent of the other party.
AGENT AND BANKS. (a) The 2004 Agent, on behalf of the 2004 Banks, agrees that, without the consent in writing by the Majority Noteholders, the Majority 2009 Banks and the Majority Additional Primary Senior Debt Holders, it will not (i) take or receive a Lien upon any of the property or assets of the Company or any Subsidiary Guarantor as security for the payment of any 2004 Bank Guarantied Obligation without also securing the Noteholders, the 2009 Agent, the 2009 Banks, the Additional Primary Senior Debt Agents and the Additional Primary Senior Debt Holders on a pari passu basis and subject to an intercreditor agreement acceptable to the Majority Noteholders, Majority 2009 Banks and the Majority Additional Primary Senior Debt Holders, or (ii) except for the obligations of the Company, the Canadian Borrower or any Subsidiary Guarantor, retain or obtain the primary or secondary obligations of any other obligor or obligors with respect to all or any part of the 2004 Bank Guarantied Obligations.
AGENT AND BANKS. KEYBANK NATIONAL ASSOCIATION, individually and as Agent By: Name: Title: BANK OF AMERICA, N.A. By: Name: Title: JPMORGAN CHASE BANK, N.A. By: Name: Title: PNC BANK, NATIONAL ASSOCIATION By: Name: Title: Restated Unsecured Master Loan Agreement CITIZENS BANK, N.A. f/k/a RBS Citizens, N.A. By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH By: Name: Title: By: Name: Title: CAPITAL ONE, N.A. By: Name: Title: THE HUNTINGTON NATIONAL BANK By: Name: Title: BRANCH BANKING AND TRUST COMPANY By: Name: Title: Restated Unsecured Master Loan Agreement Deutsche Bank Trust Company Americas and Comerica Bank join in the execution of this Amendment solely for the purposes of acknowledging that as of the Amendment Closing Date they will cease to be parties to the Loan Documents as provided in Section 5(d) of the Amendment. DEUTSCHE BANK TRUST COMPANY AMERICAS By: Name: Title: By: Name: Title: COMERICA BANK By: Name: Title:
AGENT AND BANKS acknowledge and agree that any goodwill arising from the use of the Marks by Agent (for the ratable benefit of Agent and Banks) belongs solely to Licensor and that Agent and Banks have no rights therein or thereto either during or after the License Terms. Agent and Banks shall not, either during or after any License Term, directly or indirectly do or assist any person or entity to do anything which would in any material respect infringe upon, harm, or contest the rights of Licensor in the Marks. C. Agent (for the ratable benefit of Agent and Banks) shall use the Marks only in conjunction with the operation of the Non-Performing Stores and only in the form and manner previously used at such Stores by Licensor. Agent (for the ratable benefit of Agent and Banks) shall not (i) add any other names, words or marks to the Marks; (ii) make any variations in the use of the Marks; or (iii) use the Marks to create new "private label" goods unless approved first, in writing, by Licensor. Licensor's Agreement to Operate. If, at any time during one or more of the License Terms, Licensor is then engaged in the business of owning and operating retail department stores, and Agent (for the ratable benefit of Agent and Banks) or any Permitted Assignee is then operating one or more Stores under the "Xxxxxxx'x" or "Macy's" names, then, for the balance of the applicable License Terms (or such shorter period as Agent may designate), Licensor shall, upon the written request of Agent, (a) manage the applicable Store or Stores, using all of its know-how, expertise and best efforts, and (b) in connection therewith use reasonable efforts to make available to Agent (for the ratable benefit of Agent and Banks) Licensor's private labels and other products then sold in Xxxxxxx'x or Macy's stores, all upon terms and conditions reasonably satisfactory to Licensor, Agent and Banks. The foregoing notwithstanding, the referenced terms and conditions shall not be more onerous to Agent and Banks than they would be to other third parties for whom Licensor would provide similar services and make such products available, and with respect to the management fee and other associated costs payable to Licensor by Agent and Banks, shall be comparable to the fees and costs other third parties with experience and expertise comparable to that of Licensor would reasonably be expected to charge therefor. In no event shall the lenders under the Working Capital Credit Facility be obligated to undertake any of ...
AGENT AND BANKS expressly reserve the right, at any time subsequent to the date hereof, to exercise any or all rights and remedies provided under the Loan Documents, except as modified herein, and to pursue all available remedies upon the occurrence of an Event of Default. Agent's and Banks' failure to immediately exercise such rights and remedies shall not be construed as a waiver or modification of those rights or an offer of forbearance.
AGENT AND BANKS. In the event Borrower fails to timely comply with the provisions of this Section 3.10 , and/or such Oil and Gas Hedge Transactions are not otherwise effected by the Hedge Date, notwithstanding anything to the contrary contained in the Credit Agreement, this First Amendment or any other Loan Paper, including, without limitation, Article 6 of the Credit Agreement, Required Banks shall have the right, exercisable promptly following the Hedge Date, to make a Redetermination of the Borrowing Base. Borrower and Banks agree that any such Redetermination of the Borrowing Base pursuant to this Section 3.10 shall not be construed or deemed to be a Special Redetermination for purposes of Section 6.3 of the Credit Agreement.
AGENT AND BANKS. SUNTRUST BANK, as Administrative Agent, as a Bank, as Issuing Bank, and as Swing Line Lender By: Name: Title: [Signatures Continue on Following Pages] [Signature Page to Fourth Amendment to Credit Agreement and Limited Waiver with National Consumer Cooperative Bank] PNC BANK, NATIONAL ASSOCIATION By: Name: Title: [Signatures Continue on Following Pages] WACHOVIA BANK, N.A. By: Name: Title: [Signatures Continue on Following Pages] CALYON NEW YORK BRANCH By: Name: Title: UNION BANK OF CALIFORNIA, N.A. By: Name: Title: [Signatures Continue on Following Pages] JPMORGAN CHASE BANK, N.A. By: Name: Title: [Signatures Continue on Following Pages] BANK OF AMERICA, N.A. By: Name: Title: [Signatures Continue on Following Pages] CREDIT SUISSE, CAYMAN ISLANDS BRANCH By: Name: Title: By: Name: Title: [Signatures Continue on Following Pages] MANUFACTURERS AND TRADERS TRUST COMPANY By: Name: Title: [Signatures Continue on Following Pages] COÖPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH By: Name: Title: By: Name: Title: [Signatures Continue on Following Pages] MIZUHO CORPORATE BANK (USA) By: Name: Title: [Signatures Continue on Following Pages] National Consumer Cooperative Bank] U.S. BANK N.A. By: Name: Title: [Signatures Continue on Following Pages] THE BANK OF NOVA SCOTIA By: Name: Title: [Signatures Continue on Following Pages] TAIPEI FUBON COMMERCIAL BANK, NEW YORK AGENCY By: Name: Title: FIRST COMMERCIAL BANK, LOS ANGELES BRANCH By: Name: Title: Exhibit 10.64 EXHIBIT A FORM OF NOTICE OF IRREVOCABLE REDUCTION AND TERMINATION March 30, 2009 SunTrust Bank, as Administrative Agent 000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of May 1, 2006 (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein, and not otherwise defined herein, shall have their respective defined meanings as set forth in the Credit Agreement) among National Consumer Cooperative Bank, a corporation chartered by Act of Congress of the United States which conducts business under the trade name National Cooperative Bank (the “Borrower”), the Banks named therein (the “Banks”), and SunTrust Bank, as Issuing Bank, Swing Line Lender, and Administrative Agent (the “Agent”). Pursuant to Section 2.3(a)(iii) of the Credit Agreement, the Borrower hereby irrevocably requests that the Aggregate Revolving Co...
