Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Agent and the Banks and their respective successors and assigns, except that the Borrowers shall have no right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Agent and the Banks. (b) Each Bank shall have the right at any time, with the written consent of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrowers (which consent by the Agent and/or the Borrowers shall not be unreasonably withheld or delayed or conditioned) to assign, negotiate, hypothecate, or otherwise transfer all or portions of its rights in this Agreement or in its Loan, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other commercial, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or to one or more of the Banks, subject to minimum amounts of $1,000,000.00 or all of such Bank’s Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 for its own account and shall promptly notify the Agent and the other Banks thereof. Each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, such documents and instruments reasonably requested by the Agent (collectively, a “Bank Supplement”) to evidence such assignment or other transfer and to substitute the assignee as a Bank on all of the Loan Documents. The Borrowers hereby acknowledge and agree that any assignment or other arrangement described in this Section 8.12 will give rise to a direct obligation of the Borrowers to the assignee or additional commercial, banking or financial institutional, as the case may be, and such party shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers shall accord full recognition to any such assignment or other arrangement, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (i) by the assignor or Bank thereof before such assignment or (ii) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.12, by a Bank that was a party to this Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the Borrowers, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior notice. (c) Each Bank shall have the right at any time, to sell participations in all or any portion of its rights in this Agreement or its Loan, Notes, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Person; provided, however, that (i) such Bank’s obligations under the Loan Documents (including its Loan) shall remain unchanged, (ii) such Bank shall remain solely responsible to the Borrowers and the Issuer for the performance of such obligations, (iii) such Bank shall remain the holder of its Notes and owner of its participation or other interests in Letter of Credit Liabilities for all purposes of any Loan Document, (iv) the Agent and the Borrowers shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under the Loan Documents and (v) such Bank shall retain the sole right to approve, without the consent of any participant, any amendment, waiver or other modification of any Loan Documents. For the sole purpose of determining voting rights, “
Appears in 1 contract
Samples: Credit Agreement (Green Plains Renewable Energy, Inc.)
Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the Agent and the Banks and their respective successors and assigns, except that Borrower shall not have the Borrowers shall have no right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Agent and the Majority Banks.
(b) Each Bank shall have the right at any time, with without the written consent of the Agent andBorrower or any other person, unless an Event of Default shall have occurred and be continuing, the Borrowers (which consent by the Agent and/or the Borrowers shall not be unreasonably withheld or delayed or conditioned) to assign, negotiate, hypothecate, or otherwise transfer all or portions of its rights grant participations in this Agreement or in any of its Loancommitments, participation obligations Advances, rights and interestssecurity under this Agreement and any of the other Loan Documents to either one or more of its affiliates which is a commercial banking or financial institution or to one or more of the Banks, and in the event of the exercise of such right shall promptly notify the Agent and the other Banks thereof.
(c) Each Bank shall have the right at any time, to assign, negotiate, or hypothecate this Agreement or any of its commitments, Advances, rights and security under this Agreement and any of the other Loan Documents to any other commercial, commercial banking or financial institution; PROVIDED, including any one or more of its Affiliates which is a commercialHOWEVER, banking or financial institution or to one or more of the Banks, subject to minimum amounts of $1,000,000.00 or all of that (a) such Bank’s Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Loanassigning, Notesnegotiating, participation obligations and interests, rights and security under or hypothecating this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 for its own account and shall promptly notify the Agent and the other Banks thereof. thereof and obtain the prior written consent of the Agent thereto and (b) the Commitment Amount being assigned by such Bank shall not be less than the lesser of (i) $10,000,000 or (ii) the entire Commitment Amount of such Bank.
(d) Each Bank so assigning or transferring any of its Loancommitments, Notes, participation obligations and interestsAdvances, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, deliver such documents and instruments reasonably requested by the Agent (collectively, a “Bank Supplement”"BANK SUPPLEMENT") to evidence such assignment or other transfer and to substitute the assignee or transferee as a Bank on all of the Loan Documents. The Borrowers Borrower hereby acknowledge acknowledges and agree agrees that any assignment or other arrangement transfer described in this Section 8.12 SECTION 11.11 will give rise to a direct obligation of the Borrowers Borrower to the assignee buyer, assignee, or additional commercial, banking or financial institutionaltransferee, as the case may be, and such party person shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers Borrower shall accord full recognition to any such assignment or other arrangementtransfer, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (i) by the assignor or Bank thereof before such assignment or (ii) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.12, by a Bank that was a party to this Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the Borrowers, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior noticeassignment.
(ce) Each The Agent shall receive, in connection with each such agreement or transfer, a $2,500 processing and recordation fee payable by the assignee or transferee, as the case may be.
(f) Additionally, each Bank shall have the right at any time, to sell or otherwise grant participations in all the Agreement or in any portion of its rights in this Agreement or its Loancommitments, NotesAdvances, participation obligations and interestsRevolving Credit Note, rights and security under this Agreement and any of the other Loan Documents to any other Person; providedcommercial banking or financial institution, however, that PROVIDED THAT: (i) such transferor Bank shall promptly notify Agent of the sale or grant of such participation and of the identity of such participant, (ii) such transferor Bank’s 's obligations under the Loan Documents this Agreement (including including, without limitation, its Loancommitments hereunder) shall remain unchanged, (iiiii) such transferor Bank shall remain solely responsible to the Borrowers and the Issuer other parties hereto for the performance of such obligations, (iiiiv) such transferor Bank shall remain the holder of its Notes and owner Pro Rata Share of its participation or other interests in Letter of the Revolving Credit Liabilities Note for all purposes of any Loan Documentthis Agreement, (ivv) Borrower, the Agent and the Borrowers other Banks shall continue to deal solely and directly with such transferor Bank in connection with such transferor Bank’s 's rights and obligations under the Loan Documents this Agreement, and (vvi) such participant under any such participation shall not be in privity of contract with Borrower, the Agent and the Banks (other than the Bank from whom the participant obtained such participation) and shall retain the sole not have any right to approvedeal directly with Borrower, without the consent Agent or such other Banks in connection with any approval of any participant, any amendment, amendment or waiver or other modification of any provision of this Agreement or any other Loan Document or approval of any consent to any departure therefrom by any party.
(g) In connection with any proposed assignment, negotiation, hypothecation or granting of a participation, the Agent and any such Bank or Banks, as the case may be, may disclose to the proposed assignee or participant any information that Borrower is required to deliver to the Agent and/or the Banks pursuant to this Agreement or the other Loan Documents. For , and Borrower hereby agrees to cooperate fully with the sole purpose of determining voting rightsAgent and the Banks, “as the case may be, in providing any such information to any proposed assignee or participant.
Appears in 1 contract
Samples: Secured Loan Agreement (U S Restaurant Properties Master L P)
Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall become effective when it shall have been executed by the Borrower, the Lenders and the Agent. From and after the date this Agreement shall have so become effective, this Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the Agent Lenders and the Banks Agent and their respective successors and assigns, except ; provided that the Borrowers Borrower shall have no right not be permitted to assign or otherwise transfer its rights hereunder or any interest herein to any Person without the prior written consent of the Agent and the Bankseach Lender.
(b) Each Bank shall have Any Lender may, in the right ordinary course of its commercial banking business and in accordance with applicable law, at any time, with the written consent of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrowers (which consent by the Agent and/or the Borrowers shall not be unreasonably withheld or delayed or conditioned) to assign, negotiate, hypothecate, or otherwise transfer all or portions of its rights in this Agreement or in its Loan, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other commercial, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or time sell to one or more of the Banksbanks or other entities ("Participants") participating interests in any Loan owing to such Lender, subject to minimum amounts of $1,000,000.00 or all any Note held by such Lender, any Commitment of such Bank’s Commitments if less than $1,000,000.00Lender or any other interest of such Lender hereunder and under the Notes. Upon In the event of any such assignmentsale by a Lender of participating interests to a Participant, each Bank so assigning its Loan, Notes, participation such Lender's obligations and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 for its own account and shall promptly notify the Agent and to the other Banks thereof. Each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, such documents and instruments reasonably requested by the Agent (collectively, a “Bank Supplement”) to evidence such assignment or other transfer and to substitute the assignee as a Bank on all of the Loan Documents. The Borrowers hereby acknowledge and agree that any assignment or other arrangement described in this Section 8.12 will give rise to a direct obligation of the Borrowers to the assignee or additional commercial, banking or financial institutional, as the case may be, and such party shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers shall accord full recognition to any such assignment or other arrangement, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (i) by the assignor or Bank thereof before such assignment or (ii) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.12, by a Bank that was a party parties to this Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the Borrowers, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior notice.
(c) Each Bank shall have the right at any time, to sell participations in all or any portion of its rights in this Agreement or its Loan, Notes, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Person; provided, however, that (i) such Bank’s obligations under the Loan Documents (including its Loan) shall remain unchanged, (ii) such Bank Lender shall remain solely responsible to the Borrowers and the Issuer for the performance of thereof, such obligations, (iii) such Bank Lender shall remain the holder of its Notes and owner of its participation or other interests in Letter of Credit Liabilities any such Note for all purposes of any Loan Document, (iv) the Agent under this Agreement and the Borrowers Notes and the Borrower and each Agent shall continue to deal solely and directly with such Bank Lender in connection with such Bank’s Lender's rights and obligations under this Agreement and the Loan Documents and (v) such Bank shall retain the sole right to approve, without the consent of any participant, any amendment, waiver or other modification of any Loan Documents. For The Borrower agrees that if amounts outstanding under this Agreement and the sole purpose Notes are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of determining voting rightsan Event of Default, “to the extent permitted by law, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Note, provided that such Participant shall only be entitled to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof as provided in Section 9.
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Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Agent Borrower and the Banks Bank and their respective successors and assigns, except that Borrower shall not have the Borrowers shall have no right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Agent and the BanksBank.
(b) Each Bank shall have the right at any time, with without the written consent of the Agent andBorrower or any other party, unless an Event of Default shall have occurred and be continuing, the Borrowers (which consent by the Agent and/or the Borrowers shall not be unreasonably withheld or delayed or conditioned) to assign, negotiate, hypothecate, or otherwise transfer all or portions any portion of its rights in this Agreement or in its LoanRevolving Line of Credit, Note, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to either one or more of its Affiliates which is a commercial banking or financial institution or Bank, and in the event of the exercise of such right shall promptly notify Borrower thereof. Furthermore, Bank shall have the right at any time, to assign all or any portion of its rights in this Agreement or in any of its Revolving Line of Credit, Advances, Note, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other commercial, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or to one or more of the Banks, subject to minimum amounts of $1,000,000.00 or all of such Bank’s Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Loan, Notes, participation obligations Borrower hereby acknowledges and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 for its own account and shall promptly notify the Agent and the other Banks thereof. Each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, such documents and instruments reasonably requested by the Agent (collectively, a “Bank Supplement”) to evidence such assignment or other transfer and to substitute the assignee as a Bank on all of the Loan Documents. The Borrowers hereby acknowledge and agree agrees that any assignment or other or arrangement described in this Section 8.12 7.07 will give rise to a direct obligation of the Borrowers Borrower to the each assignee or additional commercial, commercial banking or financial institutionalinstitution, as the case may be, and such party shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers Borrower shall accord full recognition to any such assignment or other arrangement, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (ia) by the assignor or Bank thereof before such assignment or (iib) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.127.07, by a Bank that was a party to this Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the Borrowers, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior notice.
(c) Each Bank shall have the right at any time, without the consent of Borrower or any other Person, to sell participations in all or any portion of its rights in this Agreement or its LoanRevolving Line of Credit, NotesAdvances, Note, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Personparty; provided, however, that (i) such Bank’s 's obligations under the Loan Documents (including including, without limitation, its LoanRevolving Line of Credit) shall remain unchanged, (ii) such Bank shall remain solely responsible to the Borrowers and the Issuer Borrower for the performance of such obligations, (iii) such Bank shall remain the holder of its Notes Note and owner of its participation or other interests in Letter of Credit Liabilities for all purposes of any Loan Document, (iv) the Agent and the Borrowers Borrower shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations under the Loan Documents Documents, and (v) such Bank shall retain not sell a participation that conveys to the sole participant the right to approvevote or give or withhold consents under any Loan Document, without other than the right to vote upon or consent to (A) any increase of the Revolving Line of Credit subject to such participation, (B) any reduction of the principal amount of, or interest to be paid on, the Advances or other Loan Obligations of Bank subject to such participation, (C) any reduction of any participantcommitment fee, any amendment, waiver or other modification amount payable to Bank under any Loan Document, (D) any postponement of any date for the payment of any amount payable in respect of the Advances subject to such participation or other Loan Obligations of Bank, or (E) the release of any Collateral or the release of Borrower from liability arising under the Loan Documents. For .
(d) In connection with any such proposed assignment, negotiation, hypothecation, granting of a participation or other transfer or arrangement, Bank, may disclose to the sole purpose of determining voting rightsproposed assignee, “participant or other transferee or institution any information that Borrower is required to deliver to Bank pursuant to this Agreement or the other Loan Documents, and Borrower agrees to cooperate fully with Bank, as the case may be, in providing any such information to any proposed assignee, participant or other transferee or institution.
Appears in 1 contract
Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Agent Borrowers and the Banks Bank and their respective successors and assigns, except that the Borrowers shall have no right to cannot assign or otherwise transfer its their rights hereunder or any interest herein without the prior written consent of Bank. Bank agrees that it will not unreasonably withhold its consent to any such assignment or transfer so long as the Agent and the Banksassignee or transferee is Controlled by Condor.
(b) Each Bank shall have the right may at any timetime sell or assign this Agreement and the other Loan Documents after providing at least 30 days' prior written notice to Borrowers; provided, with the written consent of the Agent and, unless an Event of Default that any such buyer or assignee shall have occurred and be continuing, the Borrowers reasonably acceptable to Borrowers.
(which consent by the Agent and/or the Borrowers shall not be unreasonably withheld or delayed or conditionedc) to assign, negotiate, hypothecate, or otherwise transfer Bank may at any time sell participations in all or portions any portion of its rights in this Agreement or in its LoanLoan Commitments, participation obligations and interests, Loans or rights and security under this Agreement and any of the other Loan Documents to any other commercial, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or to one or more of the Banks, subject to minimum amounts of $1,000,000.00 or all of such Bank’s Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 for its own account and shall promptly notify the Agent and the other Banks thereof. Each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, such documents and instruments reasonably requested by the Agent (collectively, a “Bank Supplement”) to evidence such assignment or other transfer and to substitute the assignee as a Bank on all of the Loan Documents. The Borrowers hereby acknowledge and agree that any assignment or other arrangement described in this Section 8.12 will give rise to a direct obligation of the Borrowers to the assignee or additional commercial, banking or financial institutional, as the case may be, and such party shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers shall accord full recognition to any such assignment or other arrangement, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (i) by the assignor or Bank thereof before such assignment or (ii) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.12, by a Bank that was a party to this Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the Borrowers, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior notice.
(c) Each Bank shall have the right at any time, to sell participations in all or any portion of its rights in this Agreement or its Loan, Notes, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Personparty; provided, however, that (i) such Bank’s 's obligations under the Loan Documents (including including, without limitation, its LoanLoan Commitments) shall remain unchanged, (ii) such Bank shall will remain solely responsible to the Borrowers and the Issuer for the performance of such obligations, and (iii) such Bank shall remain the holder of its Notes and owner of its participation or other interests in Letter of Credit Liabilities for all purposes of any Loan Document, (iv) the Agent and the Borrowers shall will continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations under the Loan Documents and Documents.
(vd) In connection with any such Bank shall retain the sole right to approveproposed assignment, without the consent negotiation, hypothecation, granting of any participant, any amendment, waiver a participation or other modification of transfer or arrangement, Bank may disclose to the proposed assignee, participant or other transferee or institution any information that each Borrower is required to deliver to Bank pursuant to this Agreement or the other Loan Documents. For the sole purpose of determining voting rights, “and each Borrower agrees to cooperate fully with Bank in providing any such information to any proposed assignee, participant or other transferee or institution.
Appears in 1 contract
Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Agent Borrower and the Banks Bank and their respective successors and assigns, except that Borrower shall not have the Borrowers shall have no right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Agent and the BanksBank.
(b) Each Bank shall have the right at any time, with without the written consent of the Agent andBorrower or any other party, unless an Event of Default shall have occurred and be continuing, the Borrowers (which consent by the Agent and/or the Borrowers shall not be unreasonably withheld or delayed or conditioned) to assign, negotiate, hypothecate, or otherwise transfer all or portions any portion of its rights in this Agreement or in its Loanthe Loans, participation obligations and intereststhe Revolving Line of Credit, rights and security under this Agreement and a Note, or any of the other Loan Documents to any other commercial, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or to one or more of the Banks, subject to minimum amounts of $1,000,000.00 or all of such Bank’s Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Loan, Notes, participation obligations Xxxxxxxx hereby acknowledges and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 for its own account and shall promptly notify the Agent and the other Banks thereof. Each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, such documents and instruments reasonably requested by the Agent (collectively, a “Bank Supplement”) to evidence such assignment or other transfer and to substitute the assignee as a Bank on all of the Loan Documents. The Borrowers hereby acknowledge and agree agrees that any assignment or other or arrangement described in this Section 8.12 7.07 will give rise to a direct obligation of the Borrowers Borrower to the each assignee or additional commercial, commercial banking or financial institutionalinstitution, as the case may be, and such party shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers Borrower shall accord full recognition to any such assignment or other arrangement, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (i) by the Bank or other assignor or Bank thereof before such assignment or (ii) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.12, by a Bank that was a party to this assignment. Second Amended and Restated Credit Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the Borrowers, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior notice.FitLife Brands
(c) Each Bank shall have the right at any time, without the consent of Borrower or any other Person, to sell participations in all or any portion of its rights in this Agreement or its LoanRevolving Line of Credit, NotesLoans, a Note, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Personparty; provided, however, that (i) such Bank’s obligations under the Loan Documents (including including, without limitation, its LoanRevolving Line of Credit) shall remain unchanged, (ii) such Bank shall remain solely responsible to the Borrowers and the Issuer Borrower for the performance of such obligations, (iii) such Bank shall remain the holder of its the Notes and owner of its participation or other interests in Letter of Credit Liabilities for all purposes of any Loan Document, (iv) the Agent and the Borrowers Borrower shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under the Loan Documents Documents, and (v) such Bank shall retain not sell a participation that conveys to the sole participant the right to approvevote or give or withhold consents under any Loan Document, without other than the right to vote upon or consent to (A) any increase of the Revolving Line of Credit or any Loan subject to such participation, (B) any reduction of the principal amount of, or interest to be paid on, the Loans or other Loan Obligations of Bank subject to such participation, (C) any reduction of any participantcommitment fee, any amendment, waiver or other modification amount payable to Bank under any Loan Document, (D) any postponement of any date for the payment of any amount payable in respect of the Loans subject to such participation or other Loan Obligations of Bank, or (E) the release of any Collateral or the release of Borrower or any Guarantor from liability arising under the Loan Documents. For .
(d) In connection with any such proposed assignment, negotiation, hypothecation, granting of a participation or other transfer or arrangement, Bank may disclose to the sole purpose of determining voting rightsproposed assignee, “participant or other transferee or institution any information that Borrower or a Guarantor is required to deliver to Bank pursuant to this Agreement or the other Loan Documents, and Xxxxxxxx agrees to cooperate fully with Bank, as the case may be, in providing any such information to any proposed assignee, participant or other transferee or institution.
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Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the Agent and the Banks and their respective successors and assigns, except that Borrower shall not have the Borrowers shall have no right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Agent and the Banks.;
(b) Each Bank shall have the right at any time, with the written consent of the Agent andand Borrower, unless an Event of Default shall have occurred and be continuing, the Borrowers (which consent by the Agent and/or the Borrowers shall not be unreasonably withheld or delayed or conditioned) to assign, negotiate, hypothecate, or otherwise transfer all or portions any portion of its rights in this Agreement or in its LoanNotes, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to either one or more of its Affiliates which is a commercial banking or financial institution or to one or more of the Banks, and in the event of the exercise of such right shall promptly notify the Agent and the other Banks thereof. Furthermore, each Bank shall have the right at any time, with the written consent of the Agent and the Required Banks and, so long as the Borrower is not in default hereunder, with the written consent of the Borrower, to assign all or any portion of its rights in this Agreement or in any of its Commitment, Advances, Notes, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other commercial, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or to one or more of the Banks, subject to minimum amounts of $1,000,000.00 or all of such Bank’s Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 for its own account and shall promptly notify the Agent and the other Banks thereof. Each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, such documents and instruments reasonably requested by the Agent (collectively, a “Bank Supplement”) to evidence such assignment or other transfer and to substitute the assignee as a Bank on all of the Loan DocumentsDocuments and shall pay the Agent the Assignment Fee. Furthermore, the Agent shall have the right, in its sole discretion, with the consent of the Borrower and the Required Banks, to permit one or more additional commercial, banking or financial institutions to become a Bank under this Agreement (whether by such institution establishing a new commitment with the Borrower, merging or otherwise combining all or any portion of any separate funded or unfunded commitment and/or other credit facility that such institution at such time has with Borrower with the commitments and credit facilities of the Banks under this Agreement, or in such other manner as is approved by the Agent), and pursuant thereto may increase the aggregate amount of the Commitments to include such additional institution the commitments and/or other credit facilities of such additional institution with Borrower. Each commercial, banking or financial institution which becomes a Bank under this Agreement under the circumstances described in the immediately preceding sentence shall execute such documents and instruments required by the Agent to evidence the same, and such documents and instruments under such circumstances shall also constitute a “Bank Supplement” for purposes of this Agreement. The Borrowers Borrower hereby acknowledge acknowledges and agree agrees that any assignment or other arrangement described in this Section 8.12 8.07 will give rise to a direct obligation of the Borrowers Borrower to the assignee or additional commercial, commercial banking or financial institutional, as the case may be, and such party shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers Borrower shall accord full recognition to any such assignment or other arrangement, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were were: (ia) by the assignor or Bank thereof before such assignment assignment; or (iib) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.128.07, by a Bank that was a party to this Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the Borrowers, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior notice.;
(c) Each Bank shall have the right at any time, with the written consent of Agent and Borrower and upon payment of a participation fee to Agent in an amount determined by Agent in its sole discretion, to sell participations in all or any portion of its rights in this Agreement or its Loan, Notes, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Person; party, provided, howeverthat, no consent and no participation fee shall be required for a sale of a participation by a Bank to its Affiliate(s), but each Bank shall be required to provide written notice to Agent within thirty (30) days prior to the sale of any participation to its Affiliate(s). The Banks specifically acknowledge and agree that in the event of the sale of any participation of a Bank’s interest in this Agreement or the Notes, that: (i) such Bank’s 's obligations under the Loan Documents (including including, without limitation, its LoanCommitments) shall remain unchanged, ; (ii) such Bank shall remain solely responsible to the Borrowers and the Issuer for the performance of such obligations, (iii) such Bank shall remain the holder of its Notes and owner of its participation or other interests in Letter of Credit Liabilities for all purposes of any Loan Document, (iv) the Agent and the Borrowers Borrower shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations under the Loan Documents Documents; and (viii) such Bank shall retain not sell a participation that conveys to the sole participant the right to approvevote or give or withhold consents under any Loan Document, without other than the right to vote upon or consent to: (A) any increase of such Bank's Commitments subject to such participation; (B) any reduction of the principal amount of, or interest to be paid on, the Loan Obligations of such Bank subject to such participation; (C) any reduction of any participantcommitment fee, letter of credit fee, or other amount payable to such Bank under any Loan Document; (D) any postponement of any date for the payment of any amount payable in respect of the Advances subject to such participation or other Loan Obligations of such Bank; or (E) the release of any Collateral or the release of Borrower from liability arising under the Loan Documents;
(d) In connection with any such proposed assignment, negotiation, hypothecation, granting of a participation or other transfer or arrangement, the Agent and any such Bank or Banks, as the case may be, may disclose to the proposed assignee, participant or other transferee or institution any information that Borrower is required to deliver to the Agent and/or the Banks pursuant to this Agreement or the other Loan Documents, and each Borrower agrees to cooperate fully with the Agent and the Banks, as the case may be, in providing any such information to any proposed assignee, participant or other transferee or institution; and
(e) If requested by the Agent, any amendmentassignor or transferor Bank, waiver or any assignee or other modification transferee or institution, the Borrower shall execute and deliver: (a) to such assignor or transferor Bank a promissory note or substitute promissory note, as the case may be, in substantially the form of any Loan DocumentsExhibit D, as applicable, payable to the order of such assignor or transferor Bank in the principal amount of the retained Commitment, if any, of such assignor or transferor Bank in respect of such assignment or transfer; and (b) to such assignee or other transferee a promissory note, in substantially the form of Exhibit D, as applicable, payable to the order of the assignee or other transferee in the principal amount of the assigned or transferred Commitment of such assignee or other transferee in respect of such assignment or transfer. For The assignor or transferor Bank agrees to deliver the sole purpose of determining voting rights, “Note being substituted in accordance with the forgoing provisions to the Borrower.
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Samples: Construction and Term Loan Agreement (Show Me Ethanol, LLC)
Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Agent Borrower and the Banks Bank and their respective successors and assigns, except that Borrower shall not have the Borrowers shall have no right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Agent and the BanksBank.
(b) Each Bank shall have the right at any time, with without the written consent of the Agent andBorrower or any other party, unless an Event of Default shall have occurred and be continuing, the Borrowers (which consent by the Agent and/or the Borrowers shall not be unreasonably withheld or delayed or conditioned) to assign, negotiate, hypothecate, or otherwise transfer all or portions any portion of its rights in this Agreement or in its Loanthe Loans, participation obligations and intereststhe Revolving Line of Credit, rights and security under this Agreement and a Note, or any of the other Loan Documents to any other commercial, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or to one or more of the Banks, subject to minimum amounts of $1,000,000.00 or all of such Bank’s Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Loan, Notes, participation obligations Xxxxxxxx hereby acknowledges and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 for its own account and shall promptly notify the Agent and the other Banks thereof. Each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, such documents and instruments reasonably requested by the Agent (collectively, a “Bank Supplement”) to evidence such assignment or other transfer and to substitute the assignee as a Bank on all of the Loan Documents. The Borrowers hereby acknowledge and agree agrees that any assignment or other or arrangement described in this Section 8.12 7.07 will give rise to a direct obligation of the Borrowers Borrower to the each assignee or additional commercial, commercial banking or financial institutionalinstitution, as the case may be, and such party shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers Borrower shall accord full recognition to any such assignment or other arrangement, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (i) by the Bank or other assignor or Bank thereof before such assignment or (ii) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.12, by a Bank that was a party to this Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the Borrowers, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior noticeassignment.
(c) Each Bank shall have the right at any time, without the consent of Borrower or any other Person, to sell participations in all or any portion of its rights in this Agreement or its LoanRevolving Line of Credit, NotesLoans, a Note, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Personparty; provided, however, that (i) such Bank’s obligations under the Loan Documents (including including, without limitation, its LoanRevolving Line of Credit) shall remain unchanged, (ii) such Bank shall remain solely responsible to the Borrowers and the Issuer Borrower for the performance of such obligations, (iii) such Bank shall remain the holder of its the Notes and owner of its participation or other interests in Letter of Credit Liabilities for all purposes of any Loan Document, (iv) the Agent and the Borrowers Borrower shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under the Loan Documents Documents, and (v) such Bank shall retain not sell a participation that conveys to the sole participant the right to approvevote or give or withhold consents under any Loan Document, without other than the right to vote upon or consent to (A) any increase of the Revolving Line of Credit or any Loan subject to such participation, (B) any reduction of the principal amount of, or interest to be paid on, the Loans or other Loan Obligations of Bank subject to such participation, (C) any reduction of any participantcommitment fee, any amendment, waiver or other modification amount payable to Bank under any Loan Document, (D) any postponement of any date for the payment of any amount payable in respect of the Loans subject to such participation or other Loan Obligations of Bank, or (E) the release of any Collateral or the release of Borrower or any Guarantor from liability arising under the Loan Documents. For .
(d) In connection with any such proposed assignment, negotiation, hypothecation, granting of a participation or other transfer or arrangement, Bank may disclose to the sole purpose of determining voting rightsproposed assignee, “participant or other transferee or institution any information that Borrower or a Guarantor is required to deliver to Bank pursuant to this Agreement or the other Loan Documents, and Xxxxxxxx agrees to cooperate fully with Bank, as the case may be, in providing any such information to any proposed assignee, participant or other transferee or institution.
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Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the Agent and the Banks and their respective successors and assigns, except that the Borrowers Borrower shall have no right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Agent and the Banks.
(b) Each Bank shall have the right at any time, with the written consent of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrowers Borrower (which consent by the Agent and/or the Borrowers Borrower shall not be unreasonably withheld or delayed or conditioned) ), to assign, negotiate, hypothecate, or otherwise transfer all or portions of its rights in this Agreement or in its Loan, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other commercial, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or to one or more of the Banks, subject to minimum amounts of $1,000,000.00 or all of such Bank’s Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 4,000.00 for its own account and shall promptly notify the Agent and the other Banks thereof. Each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, such documents and instruments reasonably requested by the Agent (collectively, a “Bank Supplement”) to evidence such assignment or other transfer and to substitute the assignee as a Bank on all of the Loan Documents. The Borrowers Borrower hereby acknowledge acknowledges and agree agrees that any assignment or other arrangement described in this Section 8.12 will give rise to a direct obligation of the Borrowers Borrower to the assignee or additional commercial, banking or financial institutional, as the case may be, and such party shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers Borrower shall accord full recognition to any such assignment or other arrangement, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (i) by the assignor or Bank thereof before such assignment or (ii) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.12, by a Bank that was a party to this Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the BorrowersBorrower, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the BorrowersBorrower, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers Borrower and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior notice.
(c) Each Bank shall have the right at any time, time to sell participations in all or any portion of its rights in this Agreement or its Loan, Notes, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Person; provided, however, that (i) such Bank’s obligations under the Loan Documents (including its Loan) shall remain unchanged, (ii) such Bank shall remain solely responsible to the Borrowers Borrower, and the Issuer for the performance of such obligations, (iii) such Bank shall remain the holder of its Notes and owner of its participation or other interests in Letter of Credit Liabilities for all purposes of any Loan Document, (iv) the Agent and the Borrowers Borrower shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under the Loan Documents and (v) such Bank shall retain the sole right to approve, without the consent of any participant, any amendment, waiver or other modification of any Loan Documents. For the sole purpose of determining voting rights, “Banks” shall also include those Persons, which have acquired a one hundred percent (100%) participation interest in all of a Bank’s Loans or are members of the Farm Credit System which have acquired participation interests (not including subparticipation interests) in a Bank’s Loans at any time in the minimum amount of Three Million and No/100 Dollars ($3,000,000.00), which have been designated by the Bank selling the participation to such Person as being accorded voting rights hereunder (the “Participant Designation”), and which are approved as such by the Agent with notification to the Borrower (the participation shall, in turn, result in a corresponding reduction in the dollar amount of voting rights of the Bank from which such participation interests were acquired). The Participant Designation shall (i) state the name and contact information of the participant as would be required of an assignee pursuant to a Bank Supplement, and (ii) state the amount of the participation purchased. The Agent shall be entitled to conclusively rely on any and all information contained in any Participant Designation delivered to it by a Bank. Any Bank that sells a participation, acting solely for this purpose as an agent of the Borrower, shall maintain a register for the recordation of the names and addresses of each such participant and the amount of each such participant’s participation. The register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice.
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Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the Agent and the Banks and their respective successors and assigns, except that the Borrowers Borrower shall not have no the right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Agent and the Banks.
(b) each Bank. Each Bank shall have the right at any time, with the written consent of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrowers (which consent by the Agent and/or the Borrowers shall not be unreasonably withheld or delayed or conditioned) to assign, negotiate, hypothecate, or otherwise transfer all or portions of its rights grant participations in this Agreement or in any of its Loancommitments, participation obligations Advances, Notes and interests, rights and security under this Agreement and any of the other Loan Documents to any other commercialDocuments, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or to one or more and in the event of the Banks, subject to minimum amounts of $1,000,000.00 or all exercise of such Bank’s Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 for its own account and right shall promptly notify the Agent and the other Banks thereof; provided, however, that no assignment shall be made to a third party without the prior consent of the Borrower, which consent shall not be unreasonably withheld. Each Bank so assigning or transferring any of its Loancommitments, Advances, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, deliver such documents and instruments reasonably requested by the Agent (collectively, a “"Bank Supplement”") to evidence such assignment or other transfer and to substitute the assignee or transferee as a Bank on all of the Loan Documents. The Borrowers Borrower hereby acknowledge acknowledges and agree agrees that any assignment or other arrangement transfer described in this Section 8.12 10.09 will give rise to a direct obligation of the Borrowers Borrower to the buyer, assignee or additional commercial, banking or financial institutionaltransferee, as the case may be, but not a participant, and such party person (other than a participant) shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers Borrower shall accord full recognition to any such assignment or other arrangementtransfer, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (i) by the assignor or Bank thereof before such assignment assignment. In connection with any proposed assignment, negotiation, hypothecation or (ii) in granting of a participation, the Agent and any such Bank or Banks, as the case of an additional commercialmay be, banking may disclose to the proposed assignee or financial institution becoming a Bank under participant any information that the circumstances described above in this Section 8.12, by a Bank that was a party Borrower is required to deliver to the Agent and/or the Banks pursuant to this Agreement on or the date hereof. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusiveother Loan Documents, and the Borrowers, Agent and Banks may treat each Person whose name is recorded in such register pursuant Borrower hereby agrees to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers and any Bank (cooperate fully with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior notice.
(c) Each Bank shall have the right at any time, to sell participations in all or any portion of its rights in this Agreement or its Loan, Notes, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Person; provided, however, that (i) such Bank’s obligations under the Loan Documents (including its Loan) shall remain unchanged, (ii) such Bank shall remain solely responsible to the Borrowers and the Issuer for the performance of such obligations, (iii) such Bank shall remain the holder of its Notes and owner of its participation or other interests in Letter of Credit Liabilities for all purposes of any Loan Document, (iv) the Agent and the Borrowers Banks, as the case may be, in providing any such information to any proposed assignee or participant. If requested by the Agent, any assignor or transferor Bank, or any assignee or transferee, Borrower shall continue execute and deliver (a) to deal solely and directly with such assignor or transferor Bank a promissory note or substitute promissory note, as the case may be, in substantially the form of Exhibit A, payable to the order of such assignor or transferor Bank in connection with the principal amount of the retained Commitment, if any, of such Bank’s rights and obligations under the Loan Documents assignee or transferor Bank in respect of such assignment or transfer and (vb) to such Bank shall retain assignee or transferee a promissory note, in substantially the sole right form of Exhibit A, payable to approve, without the consent order of any participant, any amendment, waiver the assignee or other modification transferee in the principal amount of any Loan Documents. For the sole purpose assigned or transferred Commitment of determining voting rights, “such assignee or transferee in respect of such assignment or transfer.
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Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the Agent and the Banks and their respective successors and assigns, except that the Borrowers Borrower shall have no right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Agent and the Banks.,
(b) Each Bank shall have the right at any time, with the written consent of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrowers Borrower (which consent by the Agent and/or the Borrowers Borrower shall not be unreasonably withheld or delayed or conditioned) ), to assign, negotiate, hypothecate, or otherwise transfer all or portions of its rights in this Agreement or in its Loan, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other commercial, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or to one or more of the Banks, subject to minimum amounts of $1,000,000.00 or all of such Bank’s 's Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 4,000.00 for its own account and shall promptly notify the Agent and the other Banks thereof. Each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly GP:3761233v2 upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, such documents and instruments reasonably requested by the Agent (collectively, a “"Bank Supplement”") to evidence such assignment or other transfer and to substitute the assignee as a Bank on all of the Loan Documents. The Borrowers Borrower hereby acknowledge acknowledges and agree agrees that any assignment or other arrangement described in this Section 8.12 will give rise to a direct obligation of the Borrowers Borrower to the assignee or additional commercial, banking or financial institutional, as the case may be, and such party shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers Borrower shall accord full recognition to any such assignment or other arrangement, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (i) by the assignor or Bank thereof before such assignment or (ii) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.12, by a Bank that was a party to this Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the BorrowersBorrower, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the BorrowersBorrower, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers Borrower and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior notice.
(c) Each Bank shall have the right at any time, time to sell participations in all or any portion of its rights in this Agreement or its Loan, Notes, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Person; provided, however, that (i) such Bank’s obligations under the Loan Documents (including its Loan) shall remain unchanged, (ii) such Bank shall remain solely responsible to the Borrowers and the Issuer for the performance of such obligations, (iii) such Bank shall remain the holder of its Notes and owner of its participation or other interests in Letter of Credit Liabilities for all purposes of any Loan Document, (iv) the Agent and the Borrowers shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under the Loan Documents and (v) such Bank shall retain the sole right to approve, without the consent of any participant, any amendment, waiver or other modification of any Loan Documents. For the sole purpose of determining voting rights, “any
Appears in 1 contract
Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the Agent and the Banks and their respective successors and assigns, except that the Borrowers Borrower shall have no right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Agent and the Banks.
(b) Each Bank shall have the right at any time, with the written consent of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrowers Borrower (which consent by the Agent and/or the Borrowers Borrower shall not be unreasonably withheld or delayed or conditioned) ), to assign, negotiate, hypothecate, or otherwise transfer all or portions of its rights in this Agreement or in its Commitments, Loan, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other commercial, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or to one or more of the Banks, subject to minimum amounts of $1,000,000.00 or all of such Bank’s 's Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Commitments, Loan, Notes, participation obligations and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 4,000.00 for its own account and shall promptly notify the Agent and the other Banks thereof. Each Bank so assigning its Commitments, Loan, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, such documents and instruments reasonably requested by the Agent (collectively, a “"Bank Supplement”") to evidence such assignment or other transfer and to substitute the assignee as a Bank on all of the Loan Documents. The Borrowers Borrower hereby acknowledge acknowledges and agree agrees that any assignment or other arrangement described in this Section 8.12 will give rise to a direct obligation of the Borrowers Borrower to the assignee or additional commercial, banking or financial institutional, as the case may GP:4272375 vl be, and such party shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers Borrower shall accord full recognition to any such assignment or other arrangement, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (i) by the assignor or Bank thereof before such assignment or (ii) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.12, by a Bank that was a party to this Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the BorrowersBorrower, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the BorrowersBorrower, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers Borrower and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior notice.
(ca) Each Bank shall have the right at any time, time to sell participations in all or any portion of its rights in this Agreement or its Loan, Notes, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Person; provided, however, that (i) such Bank’s 's obligations under the Loan Documents (including its Loan) shall remain unchanged, (ii) such Bank shall remain solely responsible to the Borrowers Borrower, and the Issuer for the performance of such obligations, (iii) such Bank shall remain the holder of its Notes and owner of its participation or other interests in Letter of Credit Liabilities for all purposes of any Loan Document, (iv) the Agent and the Borrowers Borrower shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations under the Loan Documents and (v) such Bank shall retain the sole right to approve, without the consent of any participant, any amendment, waiver or other modification of any Loan Documents. For the sole purpose of determining voting rights, “"Banks" shall also include those Persons, which have acquired a one hundred percent (100%) participation interest in all of a Bank's Loans or are members of the Farm Credit System which have acquired participation interests (not including subparticipation interests) in a Bank's Loans at any time in the minimum amount of Three Million and No/100 Dollars ($3,000,000.00), which have been designated by the Bank selling the participation to such Person as being accorded voting rights hereunder (the "Participant Designation"), and which are approved as such by the Agent with notification to the Borrower (the participation shall, in turn, result in a corresponding reduction in the dollar amount of voting rights of the Bank from which such participation interests were acquired). The Participant Designation shall (i) state the name and contact information of the participant as would be required of an assignee pursuant to a Bank Supplement, and (ii) state the amount of the participation purchased. The Agent shall be entitled to conclusively rely on any and all information contained in any Participant Designation delivered to it by a Bank. Any Bank that sells a participation, acting solely for this purpose as an agent of the Borrower, shall maintain a register for the recordation of the names and addresses of each such participant and the amount of each such participant's participation. The register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice.
Appears in 1 contract
Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Agent and the Banks and their respective successors and assigns, except that the Borrowers shall have no right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Agent and the Banks.
(b) Each Bank shall have the right at any time, with the written consent of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrowers (which consent by the Agent and/or the Borrowers shall not be unreasonably withheld or delayed or conditioned) ), to assign, negotiate, hypothecate, or otherwise transfer all or portions of its rights in this Agreement or in its Loan, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other commercial, banking or financial institution, including any one or more of its Affiliates which is a commercial, banking or financial institution or to one or more of the Banks, subject to minimum amounts of $1,000,000.00 or all of such Bank’s Commitments if less than $1,000,000.00. Upon any such assignment, each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement shall pay the Agent, within two (2) Business Days of such assignment an assignment fee of $2,000.00 for its own account and shall promptly notify the Agent and the other Banks thereof. Each Bank so assigning its Loan, Notes, participation obligations and interests, rights and security under this Agreement or any of the other Loan Documents shall, promptly upon request by the Agent, execute and deliver, and cause such assignee to execute and deliver, such documents and instruments reasonably requested by the Agent (collectively, a “Bank Supplement”) to evidence such assignment or other transfer and to substitute the assignee as a Bank on all of the Loan Documents. The Borrowers hereby acknowledge and agree that any assignment or other arrangement described in this Section 8.12 will give rise to a direct obligation of the Borrowers to the assignee or additional commercial, banking or financial institutional, as the case may be, and such party shall be considered a Bank and rely on, and possess all rights under, all opinions, certificates or other instruments delivered under or in connection with this Agreement or any other Loan Document. The Borrowers shall accord full recognition to any such assignment or other arrangement, and all rights and remedies of such Bank in connection with the interest so assigned shall be as fully enforceable by such assignee or additional commercial, banking or financial institution, as they were (i) by the assignor or Bank thereof before such assignment or (ii) in the case of an additional commercial, banking or financial institution becoming a Bank under the circumstances described above in this Section 8.12, by a Bank that was a party to this Agreement on the date hereof. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each assignment document or instrument delivered to it and a register for the recordation of the names and addresses of the Banks and the principal amounts of the Loans owing to each Bank pursuant to the terms hereof from time to time. The entries in such register shall be conclusive, and the Borrowers, Agent and Banks may treat each Person whose name is recorded in such register pursuant to the terms hereof as a Bank hereunder for all purposes of the Loan Documents, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrowers and any Bank (with respect to information relating to such Bank) at any reasonable time and from time to time upon reasonable prior notice.
(c) Each Bank shall have the right at any time, time to sell participations in all or any portion of its rights in this Agreement or its Loan, Notes, participation obligations and interests, rights and security under this Agreement and any of the other Loan Documents to any other Person; provided, however, that (i) such Bank’s obligations under the Loan Documents (including its Loan) shall remain unchanged, (ii) such Bank shall remain solely responsible to the Borrowers and the Issuer for the performance of such obligations, (iii) such Bank shall remain the holder of its Notes and owner of its participation or other interests in Letter of Credit Liabilities for all purposes of any Loan Document, (iv) the Agent and the Borrowers shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under the Loan Documents and (v) such Bank shall retain the sole right to approve, without the consent of any participant, any amendment, waiver or other modification of any Loan Documents. For the sole purpose of determining voting rights, “
Appears in 1 contract
Samples: Credit Agreement (Green Plains Renewable Energy, Inc.)
