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Lender’s Control Sample Clauses

Lender’s Control. Pledgor and Borrower each hereby (i) elects to have such Equity Interests be deemed to be “securities” governed by Article 8 of the Commercial Code as adopted from time to time in the State of California (the “Code”), (ii) agrees to comply with any “instructions” (as defined in Section 8102(a)(12) of the Code) originated by or on behalf of Lender without further consent of Pledgor, including, without limitation, instructions regarding the transfer, redemption or other disposition of the Pledged Interests or the proceeds thereof, including any distributions with respect thereto, (iii) acknowledges Lender’s intention to establish its control over the Pledged Interests for purposes of the provisions of Section 8106(c)(2) of the Code, (iv) agrees that Borrower shall promptly note on its books the security interest granted under this Agreement, (v) agrees that the Pledged Interests shall not be sold, transferred, assigned, encumbered or registered in the name of any other person without the prior written consent of Lender, which consent may be withheld in its sole discretion, and (vi) agrees that upon an occurrence and continuation of an Event of Default, Lender or its successor, assign or designee, shall have the right to become and be admitted as a full member of Borrower and to exercise all rights of a member, including without limitation all voting rights, and to receive distributions and allocations from Borrower to the extent of the membership interest pledged by Pledgor, which rights shall be conferred and all title to such Pledged Interest shall transfer, immediately upon the exercise of Lender’s rights, without further action, approval or consent of any kind.
Sample 1
Lender’s Control. Borrower hereby acknowledges and agrees that Xxxxxxx (i) are not now, and have never been, in control of any of the Real Estate of Borrower or its Subsidiaries. and (ii) do not have the capacity through the provisions of the Loan Documents or otherwise to control Borrower’s or its Subsidiaries’ conduct with respect to the ownership, operation or management of any of their Real Estate or compliance with Environmental Laws or Environmental Permits. Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. BORROWER: TOTALSTONE, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: CFO NORTHEAST MASONRY DISTRIBUTORS, LLC, a Delaware limited liability company, By: TOTALSTONE, LLC, its managing member By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: CFO TOTALSTONE PROPERTIES, LLC, a Delaware limited liability company, By: TOTALSTONE, LLC, its managing member By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: CFO AGENT: STREAM FINANCE, LLC a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Manager LENDERS: STREAM FINANCE, LLC a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Manager /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx, an individual /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx, an individual /s/ Xxx Xxxxxx Xxx Xxxxxx, an individual /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, an individual
Sample 1

Related to Lender’s Control

  • Affected Lenders’ Consent Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would: (i) extend the scheduled final maturity of any Loan or Note; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment); (iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date; (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder; (v) extend the time for payment of any such interest or fees; (vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit; (vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders; (viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date; (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or (x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).

  • Requisite Lenders’ Consent Subject to Section 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders.

  • Purchase of Defaulting Lender’s Commitment During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated to, in its sole discretion, acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.6(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.6(b), shall pay to the Administrative Agent an assignment fee in the amount of $7,500. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.

  • Lenders’ Expenses All Lenders’ Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due.

  • Termination of Defaulting Lender The Borrower may terminate the unused amount of the Revolving Commitment of any Revolving Lender that is a Defaulting Lender upon not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.24(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender may have against such Defaulting Lender.

  • Revolving Commitment During the Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally, but not jointly, agrees to make revolving credit loans in Dollars (“Revolving Loans”) to the Borrower from time to time in an aggregate principal amount of up to FORTY-FOUR MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($44,750,000) (as increased from time to time as provided in Section 2.1(f) and as such aggregate maximum amount may be reduced from time to time as provided in Section 2.6, the “Revolving Committed Amount”) for the purposes hereinafter set forth; provided, however, that (i) with regard to each Revolving Lender individually, the sum of such Revolving Lender’s Revolving Commitment Percentage of the aggregate principal amount of outstanding Revolving Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding Swingline Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding LOC Obligations shall not exceed such Revolving Lender’s Revolving Commitment and (ii) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount then in effect. Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, the Revolving Loans made on the Closing Date or any of the three (3) Business Days following the Closing Date, may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Closing Date. LIBOR Rate Loans shall be made by each Revolving Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office.

  • Defaulting Lender Adjustments Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

Most Referenced Clauses

Most Referenced Definitions