Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers may not assign their rights or delegate their obligations hereunder or under any other Loan Document without the prior written consent of the Bank. The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the Commitment, the Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"). The Borrowers agree that each Transferee shall be entitled to the benefits of Sections 2.21, 2.22, 2.23, 2.24, 8.2 and 8.12 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 the Borrowers. If the Bank makes any assignment to a Transferee, then upon notice to the Borrowers such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Bank" hereunder and shall have all the rights and obligations of the Bank hereunder and the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the Bank and the amount of its participation were owing directly to such participant by the Borrowers and (b) the Bank shall not in connection with selling any such participation condition the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guaranty.
Appears in 1 contract
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Company may not assign their its rights or delegate their its obligations hereunder or under any other Loan Document without the prior written consent of the Bank. The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the Commitment, the Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"). The Borrowers agree Company agrees that each Transferee shall be entitled to the benefits of Sections 2.212.16, 2.222. 17 2.18, 2.23, 2.24, 2.19 and 8.2 and 8.12 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 the BorrowersCompany. If the Bank makes any assignment to a Transferee, then upon notice to the Borrowers Company such Transferee, to the extent of such assignment (unless otherwise provided therein), ) shall become a "Bank" hereunder and shall have all the rights and obligations of the Bank hereunder and the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the Bank and the amount of its participation were owing directly to such participant by the Borrowers Company and (b) the Bank shall not in connection with selling any such participation condition the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the Note Notes or Advance in which such -37- participation is soldany Advance, (ii) any postponement of the date fixed faxed for any payment of principal of or interest on the Note Notes or Advance in which such participation is soldany Loan, or (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document the Collateral Agreement, the Firm Collateral Agreement or (iv) the release of any Guarantyan Agreement to Pledge.
Appears in 1 contract
Successors and Assigns; Disposition of Loans; Transferees. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Loan Document without the prior written consent of all the BankLenders.
(b) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Affiliates of such Lender (“Participants”) participating interests in any Loan or other Obligation owing to such Lender, any Note held by such Lender, and any Commitment of such Lender, or any other interest of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, (i) such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible for the performance thereof, (iii) such Lender shall remain the holder of any such Note for all purposes under this Agreement, (iv) the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (v) the agreement pursuant to which such Participant acquires its participating interest herein shall provide that such Lender shall retain the sole right and responsibility to enforce the Obligations, including, without limitation the right to consent or agree to any amendment, modification, consent or waiver with respect to this Agreement or any other Loan Document, provided that such agreement may provide that such Lender will not consent or agree to any such amendment, modification, consent or waiver with respect to the matters set forth in Sections 10.1(a) through (i) without the prior consent of such Participant. Each Borrower agrees that if amounts outstanding under this Agreement, the Notes and the Loan Documents are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have, to the extent permitted by applicable law, the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note or other Loan Document 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 or other Loan Document; provided, however, that such right of setoff shall be subject to the obligation of such Participant to share with the Lenders, and the Lenders agree to share with such Participant, as provided in Section 9.11. The Bank Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.22, 2.23, 2.24, 2.25, 2.26, 2.27, 2.28 and 10.2 with respect to its participation in the Commitments; provided, that no Participant shall be entitled to receive any greater amount pursuant to such subsections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.
(c) Each Lender may at any time sell, assign, transfer, grant participations in, or otherwise dispose Dispose of any portion of the Commitmentits Commitments, the Loans and/or Advances (each such interest so disposed Disposed of being herein called a "“Transferred Interest"”) only (i) to banks any recognized U.S., Canadian, European, Australian, Chinese, Taiwanese or Japanese bank, without consent, or (ii) to (A) any other bank or financial institutions institution ("Transferees"not including any hedge fund or private equity firm or fund) or (B) if an Event of Default has occurred and is continuing, any hedge fund or private equity firm or fund, in the case of either clause (A) or clause (B) with the consent of the Agent and the Required Lenders (which shall not include the Lender requesting approval thereof) and, unless an Event of Default has occurred and is continuing, the consent of Borrower (any such Person referred to in either clause (A) or clause (B) being referred to as a “Transferee”); provided, however, that (x) such consent of the Agent, the Required Lenders and, if applicable, the Borrower shall not be unreasonably withheld, (y) the minimum aggregate amount of the sum of the Commitments and/or Loans which are the subject of the assignment shall be $25,000,000 unless such assignment while an Event of Default has occurred and is continuing in which case the minimum aggregate sum shall be $5,000,000, and (z) a Lender may Dispose of a Transferred Interest only pursuant to a written agreement substantially in the form of Exhibit G hereto and upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $3,500 (provided such fee shall not be payable with respect to assignments by a Lender to its Affiliates). The Borrowers agree Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.21, 2.22, 2.23, 2.24, 8.2 2.25, 2.26, 2.27, 2.28 and 8.12 10.2 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's Lien’s lien, setoff and counterclaim as if such Transferee were a direct lender to the BorrowersBorrower. If the Bank any Lender makes any assignment to a Transferee, then upon notice to the Borrowers Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Bank" “Lender” hereunder and shall have all the rights and obligations of the Bank such Lender hereunder and the Bank such Lender shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding .
(d) Each Lender may disclose to any Transferee or Participant and to any prospective Transferee or Participant any and all information in such Lender’s possession concerning the sale Borrower, the Guarantors or any of their Subsidiaries that has been delivered to such Lender by the Bank or on behalf of any participation hereunder, (a) no participant shall be deemed such Person pursuant to be this Agreement or have the rights and obligations of the Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the Bank and the amount of its participation were owing directly has been delivered to such participant Lender by the Borrowers and (b) the Bank shall not or on behalf of such Person in connection with selling such Lender’s credit evaluation of any such participation condition Person prior to entering into this Agreement, provided that prior to disclosing such information, such Lender shall cause such prospective Transferee or Participant to execute and deliver to the Bank's Borrower and the Agent a confidentiality agreement substantially in the form of Exhibit H or such other form reasonably acceptable to the Borrower and the Agent.
(e) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in or pledge all or any portion of its rights under and interest in connection this Agreement and any Note held by it in favor of any federal reserve bank in accordance with consenting to amendments Regulation A of the Board or granting waivers concerning U. S. Treasury Regulation 31 CFR § 203.14, and such federal reserve bank may enforce such pledge or security interest in any matter manner permitted under applicable law, provided that any Loan Document upon obtaining the consent payment in respect of such participant other than on matters relating rights made by the Borrower to (i) any reduction or for the account of such Lender in the amount of any principal of, or the amount of or rate of interest on, the Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect of such rights to the extent of such payment. No such grant of a security interest or pledge shall release such Lender from its obligations hereunder.
(f) The Agent shall, on behalf of the Borrower, maintain at its address a copy of each assignment agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of demonstrable error, and the Borrower, the Guarantors, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Commitments, the Loans and any Security Document or (iv) Notes evidencing such Loans recorded therein for all purposes of this Agreement and the release other Loan Documents. Any assignment of any GuarantyCommitment and/or Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time during regular business hours and from time to time upon reasonable prior notice.
Appears in 1 contract
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Company may not assign their its rights or delegate their its obligations hereunder or under any other Loan Document without the prior written consent of the Bank. The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the Commitment, the Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"). The Borrowers agree Company agrees that each Transferee shall be entitled to the benefits of Sections 2.21, 2.22, 2.23, 2.24, 2.16,2.17,2.18,2.19 and 8.2 and 8.12 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 the BorrowersCompany. If the Bank makes any assignment to a Transferee, then upon notice to the Borrowers Company such Transferee, to the extent of such assignment (unless otherwise provided therein), ) shall become a "Bank" hereunder and shall have all the rights and obligations of the Bank hereunder and the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the Bank and the amount of its participation were owing directly to such participant by the Borrowers Company and (b) the Bank shall not in connection with selling any such participation condition the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the Note Notes or Advance in which such -37- participation is soldany Advance, (ii) any postponement of the date fixed for any payment of principal of or interest on the Note Notes or Advance in which such participation is soldany Loan, or (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document the Collateral Agreement, the Firm Collateral Agreement or (iv) the release of any Guarantyan Agreement to Pledge.
Appears in 1 contract
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Company may not assign their its rights or delegate their its obligations hereunder or under any other Loan Document without the prior written consent of the Bank. The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the Commitment, the Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"). The Borrowers agree Company agrees that each Transferee shall be entitled to the benefits of Sections 2.212.16, 2.222.17, 2.232.18, 2.24, 2.19 and 8.2 and 8.12 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 the BorrowersCompany. If the Bank makes any assignment to a Transferee, then upon notice to the Borrowers Company such Transferee, to the extent of such assignment (unless otherwise provided therein), ) shall become a "Bank" hereunder and shall have all the rights and obligations of the Bank hereunder and the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the Bank and the amount of its participation were owing directly to such participant by the Borrowers Company and (b) the Bank shall not in connection with selling any such participation condition the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the Note Notes or Advance in which such -37- participation is soldany Advance, (ii) any postponement of the date fixed for any payment of principal of or interest on the Note Notes or Advance in which such participation is soldany Loan, or (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document the Collateral Agreement, the Firm Collateral Agreement or (iv) the release of any Guarantyan Agreement to Pledge.
Appears in 1 contract
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Loan Document Documents without the prior written consent of all the BankBanks. The Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion (in a minimum amount of the Commitment$10,000,000) of its Revolving Commitments, the Revolving Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"); provided, however, that a Bank may dispose of a Transferred Interest only with the consents of the Agent and the Borrower (which consents shall not be unreasonably withheld) and only upon payment to the Agent by the Banks party to such disposition of a processing and recording fee in the amount of $3,000 for each party. Notwithstanding the preceding sentence, a Bank may dispose of a Transferred Interest without consent of the borrower if an Event of Default has occurred and is continuing. The Borrowers agree Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.21, 2.22, 2.23, 2.24, 8.2 and 8.12 this Agreement 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 the BorrowersBorrower. If the any Bank makes any assignment to a Transferee, then upon notice to the Borrowers Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Bank" hereunder and shall have all the rights and obligations of the such Bank hereunder and the such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the a Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the such Bank and the amount of its participation were owing directly to such participant by the Borrowers Borrower and (b) the such Bank shall not in connection with selling any such participation condition the such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the any Revolving Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the any Revolving Note or Advance in which such participation is sold, or (iii) the release or subordination of any material portion guaranty. No Bank shall be permitted to enter into any assignment or participation with any Transferee who is not a United States Person unless such Transferee represents and warrants to such Bank that, as at the date of such assignment of participation, it is entitled to receive interest payments without withholding or deduction of any collateral taxes and such Transferee executes and delivers to such Bank on or before the date of execution and delivery of documentation of such participation or assignment, a United States Internal Revenue Service Form W8-BEN or W-8ECI, or any successor to either of such forms, as appropriate, properly completed and claiming complete exemption from withholding and deduction of all federal income taxes. A "United States Person" means any citizen, national or resident of the United States, any corporation or other than pursuant entity created or organized in or under the laws of the United States or any political subdivision hereof or any estate or trust, in each case that is not subject to the terms withholding of any Security Document United States federal income taxes or (iv) the release other taxes on payment of any Guarantyinterest, principal or fees hereunder.
Appears in 1 contract
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Loan Document without the prior written consent of all the BankBanks. The Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the Commitmentits Commitments, the and/or its Loans and/or Advances (each such interest so disposed of being herein called a "'Transferred Interest"') to banks or other financial institutions ("'Transferees"'); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consent of the Agent and, except after the occurrence and during the continuance of an Event of Default, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and PROVIDED further, that except after the occurrence and during the continuance of an Event of Default, First Bank shall not dispose of a Transferred Interest if, after giving effect thereto, First Bank's share of the outstanding Commitments and Loans would be less than 51%. The Borrowers agree Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.21, 2.22, 2.23, 2.24, Section 8.2 and 8.12 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 the BorrowersBorrower. If the any Bank makes any assignment to a Transferee, then upon notice to the Borrowers Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "'Bank" ' hereunder and shall have all the rights and obligations of the such Bank hereunder and the such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the a Bank hereunder except that any participant shall have a right of setoff under Section 7.3 this Agreement as if it were the such Bank and the amount of its participation were owing directly to such participant by the Borrowers Borrower and (b) the such Bank shall not in connection with selling any such participation condition the such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the any Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the any Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guaranty.
Appears in 1 contract
Samples: Credit Facility (Osmonics Inc)
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the BankBanks. The Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the Commitmentits Revolving Commitments, the Revolving Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"); provided, however, that a Bank may dispose of a Transferred Interest only with the consent of the Agent (which consent shall not be unreasonably withheld), and, so long as no Event of Default has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $3,500 for each party and, in the case of an assignment, execution and delivery to the Agent of an assignment agreement substantially in the form of Exhibit 9.6 hereto and provided further, that concurrently with the assignment of a portion of any Bank's Revolving Percentage hereunder, such Bank shall assign a like Revolving Percentage under the Three-Year Credit Agreement. Unless otherwise agreed by the Agent and the Borrower, the minimum assignment amount of such Bank's interest hereunder is $5,000,000. The Borrowers agree Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.212.15, 2.222.16, 2.232.17, 2.24, 8.2 2.18 and 8.12 9.2 with respect to its Transferred Interest (provided that a Transferee which is a participant and not an assignee shall not be entitled to the benefits of Section 9.2) 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 the BorrowersBorrower. If the any Bank makes any assignment to a Transferee, then upon notice to the Borrowers Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Bank" hereunder and shall have all the rights and obligations of the such Bank hereunder and the such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the a Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the such Bank and the amount of its participation were owing directly to such participant by the Borrowers Borrower and (b) the such Bank shall not in connection with selling any such participation condition the such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the any Revolving Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the any Revolving Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guarantyguaranty.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Alleghany Corp /De)
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Loan Document without the prior written consent of the Bank. The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the -40- 41 Revolving Commitment, the Term Commitment, the Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"), and the Bank shall promptly provide notice to the Borrower of any such Transferred Interest and the identity of the Transferee thereof. The Borrowers agree Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.212.14, 2.222.15, 2.232.16, 2.242.17, 2.18, 2.19, 2.20 and 8.2 and 8.12 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 the BorrowersBorrower. If the Bank makes any assignment to a Transferee, then upon notice to the Borrowers Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Bank" hereunder and shall have all the rights and obligations of the Bank hereunder to the extent of its Transferred Interest and the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the Bank and the amount of its participation were owing directly to such participant by the Borrowers and (b) the Bank shall not in connection with selling any such participation condition the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any GuarantyBorrower.
Appears in 1 contract
Samples: Credit Agreement (RTW Inc /Mn/)
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the BankBanks. The Each Bank may at any time time, with the written consent of the Agent sell, assign, transfer, grant participations in, or otherwise dispose of any portion equivalent pro rata portions of the its Revolving Commitment, the Loans and/or Advances (each such interest so disposed of being herein called a "“Transferred Interest"”) to banks or other financial institutions ("“Transferees"”). The Borrowers agree Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.21, 2.22, 2.23, 2.24, 8.2 2.16 and 8.12 9.2 with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's ’s Lien, setoff and counterclaim as if such Transferee were a direct lender to the BorrowersBorrower. If the any Bank makes any assignment to a Transferee, then upon notice to the Borrowers Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "“Bank" ” hereunder and shall have all the rights and obligations of the such Bank hereunder and the such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the a Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the such Bank and the amount of its participation were owing directly to such participant by the Borrowers and (b) the Bank shall not in connection with selling any such participation condition the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any GuarantyBorrower.
Appears in 1 contract
Samples: Credit Agreement (Norstan Inc)
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Loan Document without the prior written consent of the Bank. The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the CommitmentCommitments, the Loans Term Loan and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"). The Borrowers agree Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.21, 2.22, 2.23, 2.24, Section 8.2 and 8.12 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 the BorrowersBorrower. If the Bank makes any assignment to a Transferee, then upon notice to the Borrowers Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Bank" hereunder and shall have all the rights and obligations of the Bank hereunder and the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the Bank and the amount of its participation were owing directly to such participant by the Borrowers Borrower and (b) the Bank shall not in connection with selling any such participation condition the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the any Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the any Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guaranty. The Borrower shall pay to the Bank (a) upon the first transfer of a Transferred Interest to a Transferee hereunder, a fee of $7,500 for such transfer and (b) a fee of $7,500 on each date which is the anniversary of such transfer (the "Participation Fees").
Appears in 1 contract
Samples: Credit Agreement (Buca Inc /Mn)
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the BankBanks. The Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the Commitmentits Commitments, the Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only (a) in minimum amounts of $5,000,000, with respect to the assignment of a portion of a Bank's Commitment Amount, (b) with the consent of the Agent and the Borrower (which consent shall not, in either case, be unreasonably withheld, and provided that the consent of the Borrower shall not be required if an Event of Default has occurred which is continuing), (c) upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $2,500 for each party and (d) upon executing and delivering, and upon causing each Transferee to execute and deliver, to the Agent a form of assumption agreement assuming and agreeing to be bound by the terms and provisions of this Agreement and the other Loan Documents and which is otherwise in form and substance satisfactory to the Agent. Without limiting the obligations of the Banks and the Transferees under the preceding sentence, each Transferee, by its acceptance of its Transferred Interest, shall be deemed to have become bound by the terms and provisions of this Agreement and the other Loan Documents. The Borrowers agree Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.21, 2.22, 2.23, 2.24, 8.2 2.25, 2.26, 2.27, 2.28 and 8.12 9.2 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 the BorrowersBorrower. If the any Bank makes any assignment to a Transferee, then upon notice to the Borrowers Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Bank" hereunder and shall have all the rights and obligations of the such Bank hereunder and under the other Loan Documents, and such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the a Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the such Bank and the amount of its participation were owing directly to such participant by the Borrowers Borrower and (b) the such Bank shall not in connection with selling any such participation condition the such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the any Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the any Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guaranty.
Appears in 1 contract
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Loan Document Documents without the prior written consent of all the BankBanks. The Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion (in a minimum amount of the Commitment$10,000,000) of its Revolving Commitments, the Revolving Loans and/or Advances (each such interest so disposed of being herein called a "“Transferred Interest"”) to banks or other financial institutions ("“Transferees"”); provided, however, that a Bank may dispose of a Transferred Interest only with the consents of the Agent and the Borrower (which consents shall not be unreasonably withheld) and only upon payment to the Agent by the Banks party to such disposition of a processing and recording fee in the amount of $3,000 for each party. Notwithstanding the preceding sentence, a Bank may dispose of a Transferred Interest without consent of the borrower if an Event of Default has occurred and is continuing. The Borrowers agree Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.21, 2.22, 2.23, 2.24, 8.2 and 8.12 this Agreement with respect to its Transferred Interest and that each Transferee may exercise any and all rights of banker's ’s Lien, setoff and counterclaim as if such Transferee were a direct lender to the BorrowersBorrower. If the any Bank makes any assignment to a Transferee, then upon notice to the Borrowers Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "“Bank" ” hereunder and shall have all the rights and obligations of the such Bank hereunder and the such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the a Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the such Bank and the amount of its participation were owing directly to such participant by the Borrowers Borrower and (b) the such Bank shall not in connection with selling any such participation condition the such Bank's ’s rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the any Revolving Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the any Revolving Note or Advance in which such participation is sold, or (iii) the release or subordination of any material portion guaranty. No Bank shall be permitted to enter into any assignment or participation with any Transferee who is not a United States Person unless such Transferee represents and warrants to such Bank that, as at the date of such assignment of participation, it is entitled to receive interest payments without withholding or deduction of any collateral other than pursuant taxes and such Transferee executes and delivers to such Bank on or before the terms date of any Security Document execution and delivery of documentation of such participation or (iv) the release of any Guaranty.assignment, a United States Internal Revenue Service Form W8-BEN or W-8ECI,
Appears in 1 contract
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the BankBanks. The Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the Commitmentits Revolving Commitments, the Revolving Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"); provided, however, that a Bank may dispose of a Transferred Interest only with the consent of the Agent (which consent shall not be unreasonably withheld), and, so long as no Event of Default has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $3,500 for each party and, in the case of an assignment, execution and delivery to the Agent of an assignment agreement substantially in the form of Exhibit 9.6 hereto and provided further, that concurrently with the assignment of a portion of any Bank's Revolving Percentage hereunder, such Bank shall assign a like Revolving Percentage under the 364-Day Credit Agreement. Unless otherwise agreed by the Agent and the Borrower, the minimum assignment amount of such Bank's interest hereunder is $5,000,000. The Borrowers agree Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.212.15, 2.222.16, 2.232.17, 2.24, 8.2 2.18 and 8.12 9.2 with respect to its Transferred Interest (provided that a Transferee which is a participant and not an assignee shall not be entitled to the benefits of Section 9.2) 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 the BorrowersBorrower. If the any Bank makes any assignment to a Transferee, then upon notice to the Borrowers Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Bank" hereunder and shall have all the rights and obligations of the such Bank hereunder and the such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the a Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the such Bank and the amount of its participation were owing directly to such participant by the Borrowers Borrower and (b) the such Bank shall not in connection with selling any such participation condition the such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the any Revolving Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the any Revolving Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guarantyguaranty.
Appears in 1 contract
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers a Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Borrower Loan Document without the prior written consent of the Bank. The Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion of the Revolving Commitment, the Revolving Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"). The Borrowers agree that each Transferee shall be entitled to the benefits of Sections 2.212.15, 2.222.16, 2.232.17, 2.242.18, 2.19, 2.20, 2.21 and 8.2 and 8.12 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 the Borrowers. If the Bank makes any assignment to a Transferee, then upon notice to the Borrowers Borrower Representative such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Bank" hereunder and shall have all the rights and obligations of the Bank hereunder to the extent of its Transferred Interest and the Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the Bank and the amount of its participation were owing directly to such participant by the Borrowers and (b) the Bank shall not in connection with selling any such participation condition the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any GuarantyBorrowers.
Appears in 1 contract
Samples: Credit Agreement (California Community Bancshares Inc)
Successors and Assigns; Disposition of Loans; Transferees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrowers Borrower may not assign their its rights or delegate their its obligations hereunder or under any other Borrower Loan Document without the prior written consent of all the BankBanks. The Each Bank may at any time sell, assign, transfer, grant participations in, or otherwise dispose of any portion (in a minimum amount of the Commitment$10,000,000) of its Revolving Commitments, the Revolving Loans and/or Advances (each such interest so disposed of being herein called a "Transferred Interest") to banks or other financial institutions ("Transferees"); PROVIDED, HOWEVER, that a Bank may dispose of a Transferred Interest only with the consents of the Agent and the Borrower (which consents shall not be unreasonably withheld) and only upon payment to the Agent by the parties to such disposition of a processing and recording fee in the amount of $3,000 for each party. The Borrowers agree Borrower agrees that each Transferee shall be entitled to the benefits of Sections 2.21, 2.22, 2.23, 2.24, 8.2 2.25, 9.2 and 8.12 9.7 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 the BorrowersBorrower. If the any Bank makes any assignment to a Transferee, then upon notice to the Borrowers Borrower such Transferee, to the extent of such assignment (unless otherwise provided therein), shall become a "Bank" hereunder and shall have all the rights and obligations of the such Bank hereunder and the such Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Notwithstanding the sale by the any Bank of any participation hereunder, (a) no participant shall be deemed to be or have the rights and obligations of the Bank hereunder except that any participant shall have a right of setoff under Section 7.3 as if it were the Bank and the amount of its participation were owing directly to such participant by the Borrowers and (b) the Bank shall not in connection with selling any such participation condition the Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (i) any reduction in the amount of any principal of, or the amount of or rate of interest on, the Note or Advance in which such -37- participation is sold, (ii) any postponement of the date fixed for any payment of principal of or interest on the Note or Advance in which such participation is sold, (iii) the release or subordination of any material portion of any collateral other than pursuant to the terms of any Security Document or (iv) the release of any Guaranty.the
Appears in 1 contract
