Sale of Loan. The Bank shall have the unrestricted right at any time or from time to time, and without Borrower's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and Borrower agrees that it shall execute or cause to be executed such documents, including, without limitation, amendments to the Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such assignments, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to the Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. The Bank may furnish any information concerning the Borrower to a prospective Assignee(s), provided that the Bank shall require such prospective Assignee to agree in writing to maintain the confidentiality of such information.
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Sale of Loan. The Bank shall have the unrestricted right at any time or ------------ from time to time, and without BorrowerBorrowers' or any Guarantor's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and Borrower agrees Borrowers and each Guarantor agree that it they shall execute or cause to be executed such documents, including, without limitation, amendments to the Loan Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower Borrowers shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such assignments, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to the Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. The Bank may furnish any information concerning the Borrower Borrowers to a prospective Assignee(s), provided that the Bank shall require such prospective Assignee to agree in writing to maintain the confidentiality of such information.
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Samples: Revolving Loan and Security Agreement (Baltek Corp)
Sale of Loan. The Bank shall have the unrestricted right at any time or ------------ from time to time, and without BorrowerBorrowers' or any Guarantor's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and Borrower agrees Borrowers and each Guarantor agree that it they shall execute or cause to be executed such documents, including, without limitation, amendments to the Loan Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower Borrowers shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such assignments, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to the Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. The Bank may furnish any information concerning the Borrower Borrowers to a prospective Assignee(s), provided that the Bank shall require such prospective Assignee to agree in writing to maintain the confidentiality of such information. 13.
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Samples: Loan and Security Agreement
Sale of Loan. The Bank shall have the unrestricted right Participations or Syndication ------------------------------------------------- Any Lender may at any time sell, assign, transfer, syndicate, grant participations in or otherwise dispose of any portion of the Loan (each such interest so disposed of being herein called a "TRANSFERRED INTEREST") to banks, insurance companies or other financial institutions (hereinafter called "TRANSFEREES"), pursuant to such transfer agreements, co-lender agreements, participation agreements, and/or agency agreements into which such Lender and its Transferees may enter and by which Borrower shall agree in writing to abide. Borrower agrees that each Transferee shall be entitled to the benefits of this Agreement with respect to its Transferred Interest. In addition, Borrower hereby agrees that any Lender may, at any time and from time to time, in its ordinary course of business and without in accordance with applicable law, (A) assign an undivided interest in the Loan to an affiliate of such Lender, or (B) pledge or assign the same to any Federal Reserve Bank in accordance with applicable law. At the request of any Lender, in the event of any such sale, assignment, transfer or syndication, Borrower shall execute separate new Notes to the assignor and its assignee, in the amounts of their respective interests in the Loan after said assignment, and shall deliver the same to the assignor and the assignee, in exchange for the assignor's existing Note. All such separate new Notes shall be entitled to all the rights and benefits accorded to the existing Note under the terms of the Loan Documents. No such assignment shall be binding upon Borrower until a Lender gives written notice thereof to Borrower's consent. Agent and each Lender may divulge all information relating to Borrower, to assign all Guarantor or any portion of its rights and obligations hereunder Real Estate Asset which Agent or such Lender has to one any actual or more banks or other financial institutions (each, an "Assignee")potential Transferee, and Borrower shall cooperate with Agent and each Lender in satisfying the requirements of any Transferee with respect to the transfer. Borrower agrees that it each Transferee shall execute or cause to be executed such documents, including, without limitation, amendments entitled to the Agreement benefits hereof with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's lien, setoff and counterclaim as if such Transferee were a direct lender to Borrower. If any other documentsLender makes any assignment to a Transferee, instruments and agreements executed in connection herewith as Bank shall deem necessary then upon notice to effect the foregoing. In addition, at the request of Bank and any Borrower such Assignee, Borrower shall issue one or more new promissory notes, as applicableTransferee, to any such Assignee and, if Bank has retained any the extent of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and (unless otherwise provided therein), shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such assignments, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be become a party to the Agreement Lender hereunder and shall have all of the rights and obligations of Bank hereunder (and under any and all other guarantiesa Lender hereunder, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank Lender shall be released from its duties and obligations hereunder under this Agreement to the extent of such assignment. Borrower further acknowledges that notwithstanding the provisions of this Agreement which require the consent or approval of Agent, Majority Lenders or Lenders, the terms and thereunder provisions of the Intercreditor Agreement and any future Assignment and Assumption Agreement which any Lender(s) may execute from time to time in connection with a corresponding extenttransfer of all or a portion of Loan may require that Agent or one or more Lenders obtain the consent or approval of another Person or Lender; provided, however in no event shall Agent obligate itself to obtain the approval of one or more Lenders with respect to the release of an Approved Asset which is not a Major Asset pursuant to SECTION 2.B.4. The Bank may furnish In the event of a conflict between the provisions of this Agreement relating to consent or approval and the provisions of the Intercreditor Agreement or any information concerning future Assignment and Assumption Agreement, the provisions of the Intercreditor Agreement and any future document shall control, whether or not Borrower is advised by Agent or any Lender of such conflict. Notwithstanding the foregoing, nothing contained herein shall require the Borrower to communicate directly with the Lenders in lieu of communicating with Agent on behalf of Lenders. While Agent may provide Borrower with a prospective Assignee(s)copy of the Intercreditor Agreement, provided as amended from time to time and any Assignment and Assumption Agreement executed from time to time and request that Borrower acknowledge the Bank terms and provisions thereof, Borrower shall require not have the right to approve or disapprove such prospective Assignee to agree in writing to maintain the confidentiality of such informationagreements.
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