Common use of Equalization of Loans and Commitments Clause in Contracts

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.1 hereof, on the Effective Date, all loans outstanding under the Original Credit Agreement shall remain outstanding as the initial Borrowing of Loans under this Agreement, and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Loans on the Effective Date. On the Effective Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans between themselves so that each Lender is then holding its relevant pro rata share of outstanding Loans based on their Commitments as in effect after giving effect hereto. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Upon execution hereof by all the parties, this Amended and Restated Revolving Credit Agreement is dated as of the date and year first above written and shall be a contract among the parties for the purposes hereinabove set forth. WORLD ACCEPTANCE CORPORATION By Accepted and agreed to as of the day and year last above written. XXXXX FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent and Collateral Agent By: BANK OF AMERICA, N.A. By Name Title BANK OF MONTREAL By Name Title TEXAS CAPITAL BANK, NATIONAL ASSOCIATION By Name Title FIRST TENNESSEE BANK NATIONAL ASSOCIATION By Name Title BANK UNITED, N.A. By Name Title AXOS BANK By Name Title PACIFIC WESTERN BANK By Name Title 116549.01049/119709025v.7 Reference is made to the Amended and Restated Credit Agreement dated as of June 7, 2019 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among World Acceptance Corporation, the Lenders party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning. ______________________________________________________ (the “Assignor”) and _________________________ (the “Assignee”) agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the amount and specified percentage interest shown on Annex I hereto of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Assignment Date (as defined below), including, without limitation, the Assignor’s Commitments as in effect on the Effective Assignment Date and the Loans, if any, owing to the Assignor on the Effective Assignment Date. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim, lien, or encumbrance of any kind; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered to the Lenders pursuant to Section 8.20(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) appoints and authorizes the Collateral Agent to take such action as Collateral Agent on its behalf and to exercise such powers under the Collateral Documents and the other Loan Documents as are delegated to the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) specifies as its lending office (and address for notices) the offices set forth on its Administrative Questionnaire. 4. As consideration for the assignment and sale contemplated in Annex I hereof, the Assignee shall pay to the Assignor on the Effective Assignment Date in Federal funds the amount agreed upon between them. It is understood that commitment and/or letter of credit fees accrued to the Effective Assignment Date with respect to the interest assigned hereby are for the account of the Assignor and such fees accruing from and including the Effective Assignment Date are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party. 5. The effective date for this Assignment and Acceptance shall be ___________ (the “Effective Assignment Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent and, if required, the Borrower. 6. Upon such acceptance and recording, as of the Effective Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 7. Upon such acceptance and recording, from and after the Effective Assignment Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Assignment Date directly between themselves. 8. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. [ASSIGNOR LENDER] By Name Title [ASSIGNEE LENDER] By Name Title Accepted and consented this ____ day of _____________ WORLD ACCEPTANCE CORPORATION By Name Title Accepted and consented to by the Administrative Agent this ___ day of _________ XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Name Title

Appears in 1 contract

Samples: Revolving Credit Agreement (World Acceptance Corp)

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Equalization of Loans and Commitments. Upon From and after the satisfaction Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Revolving Credit Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the conditions precedent set forth Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 7.1 hereof3.6 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date, ; (c) all loans outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Existing Credit Agreement shall remain outstanding as the initial Borrowing Revolving Loans and Letters of Credit hereunder; and (d) all interest accrued on Revolving Loans under this Agreement, and, in connection therewith, the Borrower Existing Credit Agreement to the Effective Date shall be deemed to have prepaid all outstanding Loans paid on the Effective Datelast day of its Interest Period in accordance with Section 1.3. On the Effective Date, the The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding Loans on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant pro rata share of outstanding Loans Percentage thereof based on their Revolving Credit Commitments as in effect after giving effect hereto. Such hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith). Upon execution hereof The Borrowers hereby agree to compensate each Continuing Lender for any and all losses, costs and expenses incurred by all such Lender in connection with the partiessale and assignment of any Fixed Rate Loans under the Existing Credit Agreement and such reallocation described above, this in each case on the terms and in the manner set forth in Section 3.6. [SIGNATURE PAGES FOLLOW] This Amended and Restated Revolving Multicurrency Credit Agreement is dated entered into between us for the uses and purposes hereinabove set forth as of the date and year first above written and shall be a contract among the parties for the purposes hereinabove set forth. WORLD ACCEPTANCE CORPORATION By Accepted and agreed to as of the day and year last above written. XXXXX FARGO BANKBORROWERS XXXXXX X. XXXXXXXXX & CO. By: /s/ XXXX X. XXXXXXX Name: Xxxx X. Xxxxxxx Title: Vice President and Treasurer XXXXXX X. XXXXXXXXX & CO. (ILLINOIS) XXXXXX X. XXXXXXXXX BROKERAGE & RISK MANAGEMENT SERVICES, NATIONAL ASSOCIATIONLLC RISK PLACEMENT SERVICES, INC. XXXXXXXXX XXXXXXX SERVICES, INC. GALLAGHER BENEFIT SERVICES, INC. XXXXXX X. XXXXXXXXX RISK MANAGEMENT SERVICES, INC. XXXXXX X. XXXXXXXXX SERVICE COMPANY, LLC XXXXXX X. XXXXXXXXX (U.S.) LLC By: /s/ XXXX X. XXXXXXX Name: Xxxx X. Xxxxxxx Title: Treasurer of each of the foregoing entities BANK OF MONTREAL, individually as a Lender, as L/C Issuer, Swing Line Lender and as Administrative Agent and Collateral Agent By: /s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Managing Director BANK OF AMERICA, N.A. By Name Title By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: Assistant Vice President BARCLAYS BANK OF MONTREAL By Name Title TEXAS CAPITAL PLC By: /s/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Vice President CITIBANK, N.A. By: /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Vice President and Managing Director JPMORGAN CHASE BANK, N.A. By: /s/ XXXXXXXX X. XXXXXX Name: Xxxxxxxx X. Xxxxxx Title: Vice President CITIZENS BANK, NATIONAL ASSOCIATION By Name Title FIRST TENNESSEE By: /s/ XXXXXX XXXXXXXXX Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President U.S. BANK NATIONAL ASSOCIATION By Name Title By: /s/ XXXXXX X. XXXXXXXXX Name: Xxxxxx X. Xxxxxxxxx Title: Vice President CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ XXXXX X. XXXXXX III Name: Xxxxx X. Xxxxxx III Title: Senior Vice President LLOYDS BANK UNITEDPLC By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: Senior Vice President By: /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Assistant Vice President PNC BANK, N.A. By Name Title AXOS NATIONAL ASSOCIATION By: /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Vice President LAKE FOREST BANK By Name Title PACIFIC WESTERN & TRUST COMPANY By: /s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: Senior Vice President FIRST BANK By Name Title 116549.01049/119709025v.7 OF HIGHLAND PARK By: /s/ XXXX X. XXXXXXXX Name: Xxxx X. XxXxxxxx Title: Senior Vice President FIRST MIDWEST BANK By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Senior Vice President THE PRIVATE BANK AND TRUST COMPANY By: /s/ AUSTIN G. LOVE Name: Austin G. Love Title: Associate Managing Director COMERICA BANK By: /s/ XXXXXXX X’XXXXXX Name: Xxxxxxx X’Xxxxxx Title: Vice President NOTICE OF PAYMENT REQUEST Attention: Reference is made to the Amended and Restated Multicurrency Credit Agreement Agreement, dated as of June 7April 8, 2019 2016, among Xxxxxx X. Xxxxxxxxx & Co. and the other Borrowers party thereto, the Lenders named therein, and Bank of Montreal, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrowers have failed to pay their Reimbursement Obligation in the amount of $ . Your Lender’s Percentage of the unpaid Reimbursement Obligation is $ ] or [The L/C Issuer has been required to return a payment by the Borrowers of a Reimbursement Obligation in the amount of $ . Your Lender’s Percentage of the returned Reimbursement Obligations is $ .] Sincerely, , as L/C Issuer By Title EXHIBIT B NOTICE OF BORROWING To: Bank of Montreal, as Administrative Agent for the Lenders parties to the Amended and Restated Multicurrency Credit Agreement, dated as of April 8, 2016 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Xxxxxx X. Xxxxxxxxx & Co., (the “Company”) among World Acceptance Corporationand the other Borrowers (collectively with the Company, the “Borrowers”) party thereto, the Lenders party theretothereto and the Administrative Agent Ladies and Gentlemen: The undersigned, Xxxxxx X. Xxxxxxxxx & Co., refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and Xxxxx Fargo Bankhereby gives you notice irrevocably, National Association, as Administrative Agent (the “Administrative Agent”). Terms defined in pursuant to Section 1.5 of the Credit Agreement are used herein with Agreement, of the same meaning. ______________________________________________________ (the “Assignor”) and _________________________ (the “Assignee”) agree as followsBorrowing specified below: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the amount and specified percentage interest shown on Annex I hereto Business Day of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Assignment Date (as defined below)proposed Borrowing is , including, without limitation, the Assignor’s Commitments as in effect on the Effective Assignment Date and the Loans, if any, owing to the Assignor on the Effective Assignment Date. 2. The Assignor (i) represents aggregate amount and warrants that it is the legal and beneficial owner currency of the interest being assigned by it hereunder and that such interest proposed Borrowing is free and clear of any adverse claim, lien, or encumbrance of any kind; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered to the Lenders pursuant to Section 8.20(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) appoints and authorizes the Collateral Agent to take such action as Collateral Agent on its behalf and to exercise such powers under the Collateral Documents and the other Loan Documents as are delegated to the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required Borrowing is to be performed by it as a Lender; and (vi) specifies as its lending office (and address for notices) the offices set forth on its Administrative Questionnairecomprised of of [Base Rate] [Eurocurrency] Loans. 4. As consideration for the assignment and sale contemplated in Annex I hereof, the Assignee shall pay to the Assignor on the Effective Assignment Date in Federal funds the amount agreed upon between them. It is understood that commitment and/or letter of credit fees accrued to the Effective Assignment Date with respect to the interest assigned hereby are for the account of the Assignor and such fees accruing from and including the Effective Assignment Date are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party. 5. The effective date for this Assignment and Acceptance shall be ___________ (the “Effective Assignment Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent and, if required, the Borrower. 6. Upon such acceptance and recording, as of the Effective Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 7. Upon such acceptance and recording, from and after the Effective Assignment Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Assignment Date directly between themselves. 8. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. [ASSIGNOR LENDER] By Name Title [ASSIGNEE LENDER] By Name Title Accepted and consented this ____ day of _____________ WORLD ACCEPTANCE CORPORATION By Name Title Accepted and consented to by the Administrative Agent this ___ day of _________ XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Name Title

Appears in 1 contract

Samples: Multicurrency Credit Agreement (Gallagher Arthur J & Co)

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.1 7.2 hereof, on the Effective Date, all loans and letters of credit outstanding under the Original Credit Agreement shall remain outstanding as the initial Borrowing of Loans and Letters of Credit under this Agreement, Agreement and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Eurodollar Loans on the Effective Closing Date. On the Effective Closing Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans and interests in outstanding Letters of Credit between themselves so that each Lender is then holding its relevant pro rata share Revolver Percentage of outstanding Loans based on their Commitments as in effect after giving effect heretoand L/C Obligations. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Upon execution hereof by all the parties, this [SIGNATURE PAGES TO FOLLOW] This Fourth Amended and Restated Revolving Credit Agreement (including the paragraph set forth above the Lenders’ signatures hereto) is dated entered into between us for the uses and purposes hereinabove set forth as of the date and year first above written and shall be a contract among the parties for the purposes hereinabove set forth. WORLD ACCEPTANCE CORPORATION By Accepted and agreed to as of the day and year last above written. XXXXX FARGO BANK“BORROWER” PENFORD CORPORATION By Name Title “GUARANTORS” PENFORD PRODUCTS CO. By Name Title PENFORD CAROLINA, NATIONAL ASSOCIATIONLLC By: Penford Products Co., individually Sole Member of Penford Carolina, LLC By: Name: Title: CAROLINA STARCHES, LLC By: Its Sole Member, Penford Carolina, LLC By: Name: Title: “LENDERS” BANK OF MONTREAL, in its individual capacity as a Lender Lender, as L/C Issuer, and as Administrative Agent (as successor to Xxxxxx, X.X.) By Name: Title: Address: 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Food and Collateral Agent ByConsumer Group Telecopy: Telephone: COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH By Name Title By Name Title Address: 000 Xxxxx Xxxxxx Xxxxx Suite 2100 Chicago, IL 60606 Attention: Telecopy: Telephone: JPMORGAN CHASE BANK, N.A. By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) KEYBANK NATIONAL ASSOCIATION By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) FIRST MIDWEST BANK By Name Title Address: 000 Xxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: PRIVATE BANK AND TRUST COMPANY By Name Title Address: 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Telecopy: Telephone: GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By Name Title Address: Attention: Telecopy: ( ) Telephone: ( ) BANK OF AMERICA, N.A. By Name Title BANK OF MONTREAL By Name Title TEXAS CAPITAL BANK, NATIONAL ASSOCIATION By Name Title FIRST TENNESSEE BANK NATIONAL ASSOCIATION By Name Title BANK UNITED, N.A. By Name Title AXOS BANK By Name Title PACIFIC WESTERN BANK By Name Title 116549.01049/119709025v.7 Reference is made to the Amended and Restated Credit Agreement dated as of June 7, 2019 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among World Acceptance Corporation, the Lenders party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning. ______________________________________________________ (the “Assignor”) and _________________________ (the “Assignee”) agree as followsAddress: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the amount and specified percentage interest shown on Annex I hereto of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Assignment Date (as defined below), including, without limitation, the Assignor’s Commitments as in effect on the Effective Assignment Date and the Loans, if any, owing to the Assignor on the Effective Assignment Date. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim, lien, or encumbrance of any kind; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered to the Lenders pursuant to Section 8.20(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) appoints and authorizes the Collateral Agent to take such action as Collateral Agent on its behalf and to exercise such powers under the Collateral Documents and the other Loan Documents as are delegated to the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) specifies as its lending office (and address for notices) the offices set forth on its Administrative Questionnaire. 4. As consideration for the assignment and sale contemplated in Annex I hereof, the Assignee shall pay to the Assignor on the Effective Assignment Date in Federal funds the amount agreed upon between them. It is understood that commitment and/or letter of credit fees accrued to the Effective Assignment Date with respect to the interest assigned hereby are for the account of the Assignor and such fees accruing from and including the Effective Assignment Date are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party. 5. The effective date for this Assignment and Acceptance shall be ___________ (the “Effective Assignment Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent and, if required, the Borrower. 6. Upon such acceptance and recording, as of the Effective Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 7. Upon such acceptance and recording, from and after the Effective Assignment Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Assignment Date directly between themselves. 8. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. [ASSIGNOR LENDER] By Name Title [ASSIGNEE LENDER] By Name Title Accepted and consented this ____ day of _____________ WORLD ACCEPTANCE CORPORATION By Name Title Accepted and consented to by the Administrative Agent this ___ day of _________ XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Name Title

Appears in 1 contract

Samples: Credit Agreement (Penford Corp)

Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.1 hereof, on the Effective Date, all loans outstanding under the Original Credit Agreement shall remain outstanding as the initial Borrowing of Loans under this Agreement, and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Loans on the Effective Date. On the Effective Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans between themselves so that each Lender is then holding its relevant pro rata share of outstanding Loans based on their Commitments as in effect after giving effect hereto. Such purchases and sales shall be arranged through the Administrative Agent and each Lender Xxxxxx hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Upon execution hereof by all 74 Section 12.29 Recognition of the parties, this U.S. Special Resolution Regimes. 74 ### Exhibit A — Borrowing Base Certificate Exhibit B — Compliance Certificate Exhibit C — Assignment and Acceptance Schedule 1.1 — Commitments Schedule 1.2 — Closing Fee Schedule 6.2 — Subsidiaries Schedule 6.8 — Pending Litigation Schedule 6.9 — Pending Tax Disputes Schedule 6.11 — Existing Indebtedness for Borrowed Money Schedule 8.11 — Existing Liens This Amended and Restated Revolving Credit Agreement is dated as of the date and year first above written and shall be a contract among the parties for the purposes hereinabove set forth. WORLD ACCEPTANCE CORPORATION By Accepted and agreed to as of the day and year last above written. XXXXX FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent and Collateral Agent By: BANK OF AMERICA, N.A. By Name Title BANK OF MONTREAL By Name Title TEXAS CAPITAL BANK, NATIONAL ASSOCIATION By Name Title FIRST TENNESSEE BANK NATIONAL ASSOCIATION By Name Title BANK UNITED, N.A. By Name Title AXOS BANK By Name Title PACIFIC WESTERN BANK By Name Title 116549.01049/119709025v.7 Reference is made to the Amended and Restated Credit Agreement dated entered into as of June 7, 2019 (as extended2019, renewed, amended or restated from time to time, the “Credit Agreement”) by and among World Acceptance Corporation, a South Carolina corporation (the Lenders “Borrower”), the several financial institutions from time to time party theretoto this Agreement as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent (Agent. All capitalized terms used herein without definition shall have the “Administrative Agent”). Terms same meanings herein as such terms are defined in the Credit Agreement are used herein with the same meaning. ______________________________________________________ (the “Assignor”) and _________________________ (the “Assignee”) agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the amount and specified percentage interest shown on Annex I hereto of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Assignment Date (as defined below), including, without limitation, the Assignor’s Commitments as in effect on the Effective Assignment Date and the Loans, if any, owing to the Assignor on the Effective Assignment DateSection 5.1 hereof. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim, lien, or encumbrance of any kind; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered to the Lenders pursuant to Section 8.20(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) appoints and authorizes the Collateral Agent to take such action as Collateral Agent on its behalf and to exercise such powers under the Collateral Documents and the other Loan Documents as are delegated to the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) specifies as its lending office (and address for notices) the offices set forth on its Administrative Questionnaire. 4. As consideration for the assignment and sale contemplated in Annex I hereof, the Assignee shall pay to the Assignor on the Effective Assignment Date in Federal funds the amount agreed upon between them. It is understood that commitment and/or letter of credit fees accrued to the Effective Assignment Date with respect to the interest assigned hereby are for the account of the Assignor and such fees accruing from and including the Effective Assignment Date are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party. 5. The effective date for this Assignment and Acceptance shall be ___________ (the “Effective Assignment Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent and, if required, the Borrower. 6. Upon such acceptance and recording, as of the Effective Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 7. Upon such acceptance and recording, from and after the Effective Assignment Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Assignment Date directly between themselves. 8. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. [ASSIGNOR LENDER] By Name Title [ASSIGNEE LENDER] By Name Title Accepted and consented this ____ day of _____________ WORLD ACCEPTANCE CORPORATION By Name Title Accepted and consented to by the Administrative Agent this ___ day of _________ XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Name Title

Appears in 1 contract

Samples: Revolving Credit Agreement (World Acceptance Corp)

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Equalization of Loans and Commitments. Upon the satisfaction of the conditions precedent set forth in Section 7.1 hereof, on the Effective Date, all loans outstanding under the Original Credit Agreement shall remain outstanding as the initial Borrowing of Loans under this Agreement, and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Eurodollar Loans on the Effective DateDate and shall pay to each Lender who is currently a party to the Original Credit Agreement any compensation due such Lender under Section 2.10 of the Original Credit Agreement as a result thereof. On the Effective Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Loans between themselves so that each Lender is then holding its relevant pro rata share of outstanding Loans based on their Commitments as in effect after giving effect hereto. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Upon execution hereof by all the parties, this Amended and Restated Revolving Credit Agreement is dated as of the date and year first above written and shall be a contract among the parties for the purposes hereinabove set forth. WORLD ACCEPTANCE CORPORATION By By A. Axxxxxxxx XxXxxx III, Chief Executive Officer Accepted and agreed to as of the day and year last above written. XXXXX FARGO BANKBy Mxxxxxx X. Xxxxxx, NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent and Collateral Agent By: BANK OF AMERICA, N.A. Director By Name Title BANK OF MONTREAL By Name Title TEXAS CAPITAL BANK, NATIONAL ASSOCIATION By Name Title FIRST TENNESSEE BANK NATIONAL ASSOCIATION By Name Title BANK UNITED, N.A. By Name Title AXOS BANK By Name Title PACIFIC WESTERN BANK First Tennessee Bank National Association By Name Title 116549.01049/119709025v.7 Reference is made The undersigned Departing Lender hereby execute and deliver this Amended and Restated Credit Agreement solely for the purposes set forth in Section 12.28 above. JPMorgan Chase Bank, N. A. By Name Title To: Bank of Montreal, as Agent for the Banks party to the Amended and Restated Revolving Credit Agreement dated as of June 7September 17, 2019 2010 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) ), among World Acceptance Corporation, the Lenders certain financial institutions party theretothereto as Lenders, and Xxxxx Fargo Bank, National AssociationBank of Montreal, as Administrative Agent Ladies and Gentlemen: The undersigned, World Acceptance Corporation (the “Administrative AgentBorrower”). Terms defined in , refers to the Credit Agreement are Agreement, the terms defined therein being used herein with as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.3 of the same meaningCredit Agreement, of the Borrowing specified below: 1. The Business Day of the proposed Borrowing is ___________, ____. 2. The aggregate amount of the proposed Borrowing is $___________________________________________. 3. The Borrowing is to be comprised of $___________ (the “Assignor”) and _________________________ (the “Assignee”) agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the amount and specified percentage interest shown on Annex I hereto of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Assignment Date (as defined below), including, without limitation, the Assignor’s Commitments as in effect on the Effective Assignment Date and the [Base Rate] [Eurodollar] Loans, if any, owing to the Assignor on the Effective Assignment Date. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim, lien, or encumbrance of any kind; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered to the Lenders pursuant to Section 8.20(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) appoints and authorizes the Collateral Agent to take such action as Collateral Agent on its behalf and to exercise such powers under the Collateral Documents and the other Loan Documents as are delegated to the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) specifies as its lending office (and address for notices) the offices set forth on its Administrative Questionnaire. 4. As consideration for the assignment and sale contemplated in Annex I hereof, the Assignee shall pay to the Assignor on the Effective Assignment Date in Federal funds the amount agreed upon between them. It is understood that commitment and/or letter of credit fees accrued to the Effective Assignment Date with respect to the interest assigned hereby are for the account of the Assignor and such fees accruing from and including the Effective Assignment Date are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party. 5. The effective date for this Assignment and Acceptance shall be ___________ (the “Effective Assignment Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent and, if required, the Borrower. 6. Upon such acceptance and recording, as of the Effective Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 7. Upon such acceptance and recording, from and after the Effective Assignment Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Assignment Date directly between themselves. 8. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. [ASSIGNOR LENDER] By Name Title [ASSIGNEE LENDER] By Name Title Accepted and consented this ____ day of _____________ WORLD ACCEPTANCE CORPORATION By Name Title Accepted and consented to by the Administrative Agent this ___ day of _________ XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Name Title

Appears in 1 contract

Samples: Revolving Credit Agreement (World Acceptance Corp)

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