Consent to Disposition. It is expressly agreed that Beneficiary may predicate Beneficiary’s decision to grant or withhold consent to a Disposition on such terms and conditions as Beneficiary may require, in Beneficiary’s sole discretion, including without limitation (i) consideration of the creditworthiness of the party to whom such Disposition will be made and its management ability with respect to the Mortgaged Property, (ii) consideration of whether the security for repayment of the Indebtedness and the performance and discharge of the Obligations, or Beneficiary’s ability to enforce its rights, remedies, and recourses with respect to such security, will be impaired in any way by the proposed Disposition, (iii) an increase in the rate of interest payable under the Notes or any other change in the terms and provisions of the Notes and other Loan Documents, (iv) reimbursement of Beneficiary for all reasonable costs and expenses incurred by Beneficiary in investigating the creditworthiness and management ability of the party to whom such Disposition will be made and in determining whether Beneficiary’s security will be impaired by the proposed Disposition, (v) payment to Beneficiary of a transfer fee to cover the cost of documenting the Disposition in its records, (vi) payment of Beneficiary’s reasonable attorneys’ fees in connection with such Disposition, (vii) the express assumption of payment of the Indebtedness and performance and discharge of the Obligations by the party to whom such Disposition will be made (with or without the release of Grantor from liability for such Indebtedness and Obligations), (viii) the execution of assumption agreements, modification agreements, supplemental loan documents, and financing statements, satisfactory in form and substance to Beneficiary, (ix) endorsements (to the extent available under applicable law) to any existing mortgagee title insurance policies insuring Beneficiary’s liens and security interests covering the Mortgaged Property, and (x) require additional security for the payment of the Indebtedness and performance and discharge of the Obligations.
Consent to Disposition. Patriot and Rhino are the sole Members of the Company. The parties hereby agree to the transfer and assignment of the Assigned Member Interests by Patriot to Rhino pursuant to the terms of this Agreement, and waive any and all provisions of the Operating Agreement that restrict, or might restrict, the transactions contemplated hereby. Effective as of the Closing, Patriot and Rhino also agree that no further overriding royalty shall be payable to Patriot’s affiliate, Eastern Associated Coal, LLC, pursuant to the Operating Agreement for coal mined and sold after the Effective Date.
Consent to Disposition. (a) If at any time or from time to time the Personal Property Collateral, or any portion thereof, is in any manner sold or otherwise transferred, the Collateral Agent’s and Subordinated Creditor’s consent to such disposition shall be automatically and irrevocably given (or deemed given) if FGI, in its sole discretion and for any reason, consents to such disposition. In any event neither Collateral Agent nor Subordinated Creditor shall be entitled to receive any proceeds of any such disposition unless and until the Senior Obligations has been indefeasibly paid and satisfied in full and FGI notifies Debtors that it has no further intention of purchasing Accounts under the FGI Agreement or otherwise extending credit thereunder.
Consent to Disposition. Seller is the sole Member of the Company. Seller and Buyer hereby agree to the transfer and assignment of the Membership Interest by Seller to Buyer pursuant to the terms of this Agreement, and waive any and all provisions of the Company’s Governing Documents that restrict, or might restrict, the transactions contemplated hereby. In addition, Schedule 9 sets forth a true, correct and complete list showing the name and address of each banking institution, mutual fund or stock brokerage firm in which the Company has accounts or safe deposit boxes, the account numbers or box numbers relating thereto and the name of each Person authorized to draw thereon or to have access thereto. The Seller agree to access to all such accounts to Buyer immediately following Closing.
Consent to Disposition. To the extent that (a) copies of all material documents and instruments to be executed and delivered by any Loan Party in connection with the Disposition of the Oil and Gas Properties of the Borrowers consisting of the South Xxxxxxxx oil and gas field are provided to Agent, and such documentation has not been amended and modified in any material respect since delivered to Agent, (b) Borrowers receive not less than $27,000,000 in net cash proceeds in connection with such Disposition (which net cash proceeds shall be wired directly from the purchaser of such assets to the Agent), (c) such Disposition is consummated by no later than June 30, 2010, and (d) the net cash proceeds received from such Disposition are applied to the outstanding principal amount of the Advances until paid in full, the Agent and each Lender hereby consents to the Disposition by the Borrowers of the Oil and Gas Properties of the Borrowers consisting of the South Xxxxxxxx oil and gas field. The consent in this Section 3 shall be effective only in this specific instance and for the specific purpose set forth herein and does not allow for any other or further departure from the terms and conditions of the Credit Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.
