Assignments; Participations. The Borrowers acknowledge and agree that any Bank may at any time: assign or transfer any of its rights or obligations under this Agreement in a transaction intended solely as a source of funding, to a Federal Reserve Bank, without the consent of or notice to MTI or the Agent; sell participations in the Loans outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior thereto), but in the event of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) with the prior written consent of the Agent, which shall not be unreasonably withheld or delayed, together with the payment by such Bank to the Agent of a $3,500 transfer fee, and, except after the occurrence of an Event of Default, with the prior written consent of MTI, which shall not be unreasonably withheld or delayed. Promptly upon any such assignment described in (A) or (B) above, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes and such other documents as may be appropriate to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assignees.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Marlton Technologies Inc)
Assignments; Participations. (a) The Borrowers acknowledge and agree that Borrower may assign any Bank of its rights or obligations hereunder or under the Note with the prior written consent of the Lender. The Lender may at any time: assign or transfer to any bank or other financial institution that makes or invests in loans or any affiliate of the Lender all or any of its rights or obligations under this Agreement Loan Agreements and the other Loan Documents.
(b) The Lender may, in a transaction intended solely as a source accordance with applicable law, at any time sell to one or more lenders or other entities ("Participants") participating ------------ interests in any Advance, the Note, its commitment to make Advances,or any other interest of funding, to a Federal Reserve Bank, without the consent of or notice to MTI or Lender hereunder and under the Agent; sell participations in the Loans outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior thereto), but in other Loan Documents. In the event of any such participationsale by the Lender of participating interests to a Participant, no party the Lender's obligations under this Loan Agreement to the Borrower shall remain unchanged, the Lender shall remain solely responsible for the performance thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Loan Agreement and the other Loan Documents. The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have any obligations been declared or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, shall have become due and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) with the prior written consent of the Agent, which shall not be unreasonably withheld or delayed, together with the payment by such Bank to the Agent of a $3,500 transfer fee, and, except after payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owning directly to it as a Lender under this Loan Agreement or the Note; provided, that such Participant shall only be entitled to -------- such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the prior written consent Lender the proceeds thereof. The Lender also agrees that each Participant shall be entitled to the benefits of MTISections 2.08 and 11.03 with respect to its participation in the Advances outstanding from time to time; provided, which that the Lender and all -------- Participants shall not be unreasonably withheld entitled to received no greater amount in the aggregate pursuant to such Sections than the Lender would have been entitled to receive had no such transfer occurred.
(c) The Lender may furnish any information concerning the Borrower or delayed. Promptly upon any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants).
(d) The Borrower agrees to cooperate with the Lender in connection with any such assignment described in (A) or (B) aboveand/or participation, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes such replacement notes, and to enter into such restatements of, and amendments, supplements and other documents modifications to, this Loan Agreement and the other Loan Documents in order to give effect to such assignment and/or participation. The Borrower further agrees to furnish to any Participant identified by the Lender to the Borrower copies of all reports and certificates to be delivered by the Borrower to the Lender hereunder, as may be appropriate and when delivered to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assigneesLender.
Appears in 1 contract
Sources: Master Loan and Security Agreement (New Century Financial Corp)
Assignments; Participations. The Borrowers acknowledge This Agreement shall be binding upon, and agree shall inure to the benefit of, the Borrowers, the Agent, the Banks and their respective successors and assigns, except that none of the Company, MacDermid Imaging, or any Bank Eligible Subsidiary may at any time: assign or transfer any of its rights or obligations hereunder. Each Bank may assign or transfer all or any part of any Loan, its Commitment, its Acquisition Commitment or its interest in any Letters of Credit to another bank or other financial institution or may sell a participation in all or any part of any Loan, its Commitment, its Acquisition Commitment or its interest in any Letters of Credit to another bank or financial institution, in each case upon written notice to the Agent and the Company, in which event (i) in the case of an assignment or transfer, the assignee or transferee shall have, to the extent of such assignment or transfer (unless otherwise provided therein), the same rights, benefits and obligations as such assignee or transferee would have if it were a Bank hereunder, and (ii) in the case of the sale of a participation, the participant shall have no rights under this Agreement the Facility Documents and all amounts payable by any Borrower under Article 3 shall be determined as if such Bank had not sold such participation. Each Bank that sells any such participation shall deliver a notice to the Company and the Agent of such participation which shall set forth the participant and the amount of such participation. Any agreement executed by such Bank in a transaction intended solely favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action requiring the consent of all of the Banks as a source set forth in Section 12.
1. Notwithstanding anything to the contrary herein, each Bank may pledge all or any part of funding, any Loan to a Federal Reserve BankBank in support of borrowings made by such Bank from such Federal Reserve Bank without notice to, without the or consent of or notice to MTI or from, the Agent; sell participations , any Borrower or any other Bank and without payment of any fee. Any Bank may furnish any information concerning the Borrowers in the Loans outstanding hereunder possession of such Bank from time to another financial institution time to assignees and participants (after providing written notice to MTI regarding including prospective assignees and participants); provided that such sale at least five (5) days prior thereto), but in the event of Bank shall require any such participation, no party to this Agreement shall have any obligations prospective assignee or responsibilities to such participant other than its obligations (prospective or responsibilities otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment or transfer or sale of a participation hereunder, the assigning, transferring or selling Bank shall pay to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change Agent an administrative processing fee in the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) with the prior written consent of the Agent, which shall not be unreasonably withheld or delayed, together with the payment by such Bank to the Agent of a $3,500 transfer fee, and, except after the occurrence of an Event of Default, with the prior written consent of MTI, which shall not be unreasonably withheld or delayed. Promptly upon any such assignment described in (A) or (B) above, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes and such other documents as may be appropriate to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assignees2,500.
Appears in 1 contract
Sources: Credit Agreement (Macdermid Inc)
Assignments; Participations. The Borrowers acknowledge and agree that any Bank (a) Sellers may at any time: assign or transfer any of its their rights or obligations under this Agreement in a transaction intended solely as a source of funding, to a Federal Reserve Bank, without the consent of or notice to MTI or the Agent; sell participations in the Loans outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior thereto), but in the event of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) only with the prior written consent of Buyer. Buyer may assign or transfer all or any of its rights and obligations under this Agreement and the Agent, which shall not be unreasonably withheld other Program Documents to (a) any Affiliate of Buyer or delayed, together (b) with the payment by such Bank Sellers’ consent, any bank or other financial institution that makes or invests in repurchase agreements or loans. The Buyer, acting solely for this purpose as a non-fiduciary agent of the Sellers, shall maintain a register for the recordation of the names and addresses of the Buyers, and amounts owing to, each Buyer pursuant to the Agent terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Sellers and the Buyers shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Sellers and any Buyer, at any reasonable time and from time to time upon reasonable prior notice.
(b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans or Certificates, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a $3,500 transfer feeParticipant, andBuyer’s obligations under this Agreement to Sellers shall remain unchanged, except after Buyer shall remain solely responsible for the performance thereof and Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Sellers agree that if amounts outstanding under this Agreement are due or 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 the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the prior written consent proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of MTISections 3(d), 3(h), 5 and 23 with respect to its participation in the Purchased Assets and Purchased Items outstanding from time to time, and shall be subject to the requirements and limitations therein, including the requirements under Section 5(d) (it being understood that the documentation required under Section 5(d) shall be delivered to the participating Buyer); provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. Each Buyer that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the amounts of each Participant’s interest in the Agreement (the “Participant Register”); provided that no Buyer shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in the Agreement) to any Person except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be unreasonably withheld conclusive absent manifest error, and such Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
(c) Buyer may furnish any information concerning Sellers and Guarantor or delayed. Promptly upon any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Sellers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit C) and only for the sole purpose of evaluating assignments or participations and for no other purpose.
(d) Sellers agree to cooperate with Buyer in connection with any such assignment described in (A) or (B) aboveand/or participation, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes replacement notes, and to enter into such restatements of, and amendments, supplements and other documents modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Sellers further agree to furnish to any Participant identified by Buyer to Sellers copies of all reports and certificates to be delivered by Sellers to Buyer hereunder, as may be appropriate and when delivered to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assigneesBuyer.
Appears in 1 contract
Assignments; Participations. The Borrowers acknowledge and agree that (a) Any Lender may make, carry or transfer Loans at, to or for the account of any Bank of its branch offices or the office of an Affiliate of such Lender except to the extent such transfer would result in increased costs to Borrower.
(b) Any Lender may at any time: assign time grant to one or transfer more banks or other financial institutions (each a “Participant”) participating interests in its Commitment or the Obligations owing to such Lender; provided, however, (i) any such participating interest must be for a constant and not a varying percentage interest, (ii) no Lender may grant a participating interest in its Commitment, or if any of the Commitments have been terminated, the aggregate outstanding principal balance of Notes held by it, in an amount less than Ten Million Dollars ($10,000,000.00) or integral multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iii) after giving effect to any such participation by a Lender, the amount of its Commitment, or if any of the Commitments have been terminated, the aggregate outstanding principal balance of Notes held by it, in which it has not granted any participating interests must be equal to Ten Million Dollars ($10,000,000.00) and integral multiples of One Million Dollars ($1,000,000.00) in excess thereof. No Participant shall have any rights or benefits under this Agreement or any other Loan Document. In the event of any such grant by Lender of a participating interest to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement in Agreement. Any agreement pursuant to which any Lender may grant such a transaction intended solely as a source participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of fundingBorrower hereunder including, without limitation, the right to a Federal Reserve Bankapprove any amendment, modification or waiver of any provision of this Agreement; provided, however, such Lender may agree with the Participant that it will not, without the consent of or notice to MTI or the Agent; sell participations in the Loans outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior thereto)Participant, but in the event of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to (i) except as otherwise permitted in this Agreement, increase or extend the term or extend the time or waive any modificationrequirement for the reduction of termination of, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modificationLender’s Commitment, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone (ii) extend the date fixed for any the payment of principal of or interest on the Loans or related fees; assign all or portions thereof owing to such Lender, (iii) reduce the amount of any portion such payment of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bankprincipal, or (Biv) reduce the rate at which interest is payable thereon. An assignment or other transfer which is not permitted by Section 10.11(c) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this Section 10.11(b). The selling Lender shall notify Administrative Agent and Borrower of the sale of any participation hereunder and, if requested by Administrative Agent, certify to Administrative Agent that such participation is permitted hereunder.
(c) Any Lender may with the prior written consent of the Agent, Administrative Agent (which consent shall not be unreasonably withheld or delayed), assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment of a Commitment shall be in an amount at least equal to Fifteen Million Dollars ($15,000,000.00) and integral multiples of One Million Dollars ($1,000,000.00) in excess thereof and after giving effect to such partial assignment the assigning Lender retains a portion of the Commitment so assigned, or if any of the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least Fifteen Million Dollars ($15,000,000.00) and integral multiples of One Million Dollars ($1,000,000.00) in excess thereof (provided, however, the conditions set forth in this Section 10.11(c) (i) shall not apply to any full assignment by any Lender of its Commitment); and (ii) each such assignment shall be effected by means of an Assignment and Acceptance Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement as of the effective date of the Assignment and Acceptance Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section 10.11(c), the transferor Lender, Administrative Agent and Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to Administrative Agent an administrative fee for processing such assignment in the amount of Three Thousand Five Hundred Dollars ($3,500.00).
(d) Administrative Agent shall maintain at the Principal Office a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and register for the recordation of the names and addresses of the Lenders and the Commitment of each Lender from time to time (the “Register”). Administrative Agent shall give each Lender and Borrower notice of the assignment by any Lender of its rights as contemplated by this Section 10.11. Borrower, Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance Agreement shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice to Administrative Agent. Upon its receipt of an Assignment and Acceptance Agreement executed by an assigning Lender, together with each Note subject to such assignment, Administrative Agent shall, if such Assignment and Acceptance Agreement has been completed and if Administrative Agent receives the payment processing and recording fee described in Section 10.11(c) above, (i) accept such Assignment and Acceptance Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to Borrower.
(e) In addition to the assignments and participations permitted under the foregoing provisions of this Section 10.11, any Lender may assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Bank Federal Reserve Bank, and such Loans and Notes shall be fully transferable as provided therein. No such assignment shall release the assigning Lender from its obligations hereunder.
(f) A Lender may furnish any information concerning Borrower, any other Obligor or any of their respective Affiliates in the possession of such Lender from time to time to Assignees and Participants (including prospective Assignees and Participants) subject to compliance with Section 11.7.
(g) Anything in this Section 10.11 to the Agent contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower, any other Obligor or any of a $3,500 transfer feetheir respective Affiliates.
(h) Each Lender agrees that, and, except after the occurrence of an Event of Default, with without the prior written consent of MTIBorrower and Administrative Agent, which shall it will not be unreasonably withheld make any assignment hereunder in any manner or delayedunder any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.
(i) Notwithstanding anything to the contrary contained herein, if at any time The PrivateBank and Trust Company assigns all of its Commitment and interest in the Loan pursuant to this Section 10.11, The PrivateBank and Trust Company may, upon thirty (30) days’ notice to Borrower and the Lenders, resign as the Issuing Lender. Promptly upon In the event of any such assignment described in (A) or (B) aboveresignation as the Issuing Lender, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then Borrower shall be deemed entitled to appoint from among the Lenders a Bank successor Issuing Lender hereunder; provided, however, that no failure by Borrower to appoint any such successor shall affect the resignation of The PrivateBank and Trust Company as the Issuing Lender. If The PrivateBank and Trust Company resigns as the Issuing Lender, it shall retain all the rights and obligations of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the Issuing Lender and all Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make an advance of a Base Rate Loan or fund risk participations for all purposes hereunder, and the Borrowers shall execute and deliver new Notes and such other documents as may be appropriate Letter of Credit Borrowings pursuant to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assigneesSection 3 of Exhibit G).
Appears in 1 contract
Sources: Construction Loan and Security Agreement (Campus Crest Communities, Inc.)
Assignments; Participations. The Borrowers acknowledge and agree that (a) Any Lender may make, carry or transfer Loans at, to or for the account of any Bank of its branch offices or the office of an Affiliate of such Lender except to the extent such transfer would result in increased costs to Borrower.
(b) Any Lender may at any time: assign time grant to one or transfer more banks or other financial institutions (each a “Participant”) participating interests in its Commitment or the Obligations owing to such Lender; provided, however, (i) any such participating interest must be for a constant and not a varying percentage interest, (ii) no Lender may grant a participating interest in its Commitment, or if any of the Commitments have been terminated, the aggregate outstanding principal balance of Notes held by it, in an amount less than Five Million Dollars ($5,000,000.00) or integral multiples of One Million Dollars ($1,000,000.00) in excess thereof, and (iii) after giving effect to any such participation by a Lender, the amount of its Commitment, or if any of the Commitments have been terminated, the aggregate outstanding principal balance of Notes held by it, in which it has not granted any participating interests must be equal to Five Million Dollars ($5,000,000.00) and integral multiples of One Million Dollars ($1,000,000.00) in excess thereof. No Participant shall have any rights or benefits under this Agreement or any other Loan Document. In the event of any such grant by Lender of a participating interest to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement in Agreement. Any agreement pursuant to which any Lender may grant such a transaction intended solely as a source participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of fundingBorrower hereunder including, without limitation, the right to a Federal Reserve Bankapprove any amendment, modification or waiver of any provision of this Agreement; provided, however, such Lender may agree with the Participant that it will not, without the consent of or notice to MTI or the Agent; sell participations in the Loans outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior thereto)Participant, but in the event of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to (i) except as otherwise permitted in this Agreement, increase or extend the term or extend the time or waive any modificationrequirement for the reduction of termination of, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modificationLender’s Commitment, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone (ii) extend the date fixed for any the payment of principal of or interest on the Loans or related fees; assign all or portions thereof owing to such Lender, (iii) reduce the amount of any portion such payment of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bankprincipal, or (Biv) reduce the rate at which interest is payable thereon. An assignment or other transfer which is not permitted by Section 10.11(c) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this Section 10.11(b). The selling Lender shall notify Administrative Agent and Borrower of the sale of any participation hereunder and, if requested by Administrative Agent, certify to Administrative Agent that such participation is permitted hereunder.
(c) Any Lender may with the prior written consent of the Agent, Administrative Agent (which consent shall not be unreasonably withheld or delayed), assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment of a Commitment shall be in an amount at least equal to Five Million Dollars ($5,000,000.00) and integral multiples of One Million Dollars ($1,000,000.00) in excess thereof and after giving effect to such partial assignment the assigning Lender retains a portion of the Commitment so assigned, or if any of the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least Five Million Dollars ($5,000,000.00) and integral multiples of One Million Dollars ($1,000,000.00) in excess thereof (provided, however, the conditions set forth in this Section 10.11(c)
(i) shall not apply to any full assignment by any Lender of its Commitment); and (ii) each such assignment shall be effected by means of an Assignment and Acceptance Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement as of the effective date of the Assignment and Acceptance Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section 10.11(c), the transferor Lender, Administrative Agent and Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to Administrative Agent an administrative fee for processing such assignment in the amount of Three Thousand Five Hundred Dollars ($3,500.00).
(d) Administrative Agent shall maintain at the Principal Office a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and register for the recordation of the names and addresses of the Lenders and the Commitment of each Lender from time to time (the “Register”). Administrative Agent shall give each Lender and Borrower notice of the assignment by any Lender of its rights as contemplated by this Section 10.11(d). Borrower, Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance Agreement shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice to Administrative Agent. Upon its receipt of an Assignment and Acceptance Agreement executed by an assigning Lender, together with each Note subject to such assignment, Administrative Agent shall, if such Assignment and Acceptance Agreement has been completed and if Administrative Agent receives the payment administrative fee described in Section 10.11(c) above, (i) accept such Assignment and Acceptance Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to Borrower.
(e) In addition to the assignments and participations permitted under the foregoing provisions of this Section 10.11(e), any Lender may assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Bank Federal Reserve Bank, and such Loans and Notes shall be fully transferable as provided therein. No such assignment shall release the assigning Lender from its obligations hereunder.
(f) A Lender may furnish any information concerning Borrower, any other Obligor or any of their respective Affiliates in the possession of such Lender from time to time to Assignees and Participants (including prospective Assignees and Participants) subject to compliance with Section 11.7.
(g) Anything in this Section 10.11 to the Agent contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower, any other Obligor or any of a $3,500 transfer feetheir respective Affiliates.
(h) Each Lender agrees that, and, except after the occurrence of an Event of Default, with without the prior written consent of MTIBorrower and Administrative Agent, which shall it will not be unreasonably withheld make any assignment hereunder in any manner or delayedunder any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.
(i) Notwithstanding anything to the contrary contained herein, if at any time Administrative Agent assigns all of its Commitment and interest in the Loan pursuant to this Section 10.11, Administrative Agent may, upon thirty (30) days’ notice to Borrower and the Lenders, resign as the Administrative Agent. Promptly upon In the event of any such assignment described in (A) or (B) above, resignation as the assignee shall execute a joinder to this Agreement in form satisfactory to the Administrative Agent, agreeing to be bound by the terms and conditions of this Agreement, and then Lenders shall be deemed entitled to appoint from among the Lenders a Bank for all purposes successor Administrative Agent hereunder; provided, and however, that no failure by Lenders to appoint any such successor shall affect the Borrowers shall execute and deliver new Notes and such other documents resignation of Administrative Agent as may be appropriate to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assigneesAdministrative Agent.
Appears in 1 contract
Sources: Construction Loan and Security Agreement (Bluerock Residential Growth REIT, Inc.)
Assignments; Participations. The Borrowers acknowledge Notwithstanding any other provision of this Agreement, the Borrower understands and agree agrees that any the Bank may at any time: assign time enter into participation or transfer any assignment agreements with one or more banks or other financial institutions whereby the Bank will allocate certain percentages of its rights or obligations under this Agreement in a transaction intended solely as a source of funding, to a Federal Reserve Bank, without the consent of or notice to MTI or the Agent; sell participations in the Loans outstanding hereunder and/or Letters of Credit to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior thereto), but in the event of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, them; provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) with the prior written consent of the Agent, (which consent shall not be unreasonably withheld or delayed, together with ) of the payment by Borrower shall be required for any assignment (provided that no such Bank to the Agent of a $3,500 transfer fee, and, except after the occurrence of consent shall be required if an Event of DefaultDefault shall exist). Any assignment shall be in a minimum amount of $2,500,000, unless an Event of Default shall occur in which case there shall be no minimum amount. In connection with any participation, the Bank shall retain the sole right to approve, without the consent of a participant, any amendment, modification or waiver of any provision of this Agreement or any other Loan Document, other than any such amendment, modification or waiver with respect to any Loan, Letter of Credit or Commitment in which such participant has an interest that forgives principal, interest or fees or reduces the interest rate or fees payable with respect to any such Loan, Letter of Credit or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees on, any such Loan or Letter of Credit, releases any guarantor of such Loan or releases any Collateral. The Borrower acknowledges that, for the convenience of all parties, this Agreement is being entered into with the prior written consent of MTIBank only and that its obligations under this Agreement are undertaken for the benefit of, which shall not be unreasonably withheld or delayed. Promptly upon and as an inducement to, any such assignment described assignee or participating bank or other financial institution as well as the Bank, and the Borrower hereby grants to each assignee or participating bank, to the extent of its assignment/participation in (A) or (B) abovethe Loans and Letters of Credit, the assignee shall execute a joinder right to set off deposit accounts maintained by the Borrower with such bank or other financial institution and otherwise to enjoy the benefits, rights and privileges granted to the Bank in this Agreement, the Revolving Credit Note and the other Loan Documents. All of the rights granted to the Bank pursuant to this Agreement in form satisfactory shall be for the benefit of the Bank for itself and for any other lending institutions who are assignees or participants under this Agreement and all grants, security interests, liens, rights of set off and other rights incident to the Agent, agreeing to this Agreement shall be bound held by the terms Bank as agent for any such other lending institutions. If the Bank shall assign all or a portion of the Commitment or the Loans or Letters of Credit hereunder, the Borrower shall execute such documents and conditions instruments as the Bank shall reasonably request to effectuate the purposes of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes and such other documents as may be appropriate to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assigneesparagraph.
Appears in 1 contract
Assignments; Participations. The Borrowers acknowledge and agree that any Bank may at any time: assign or transfer any of its rights or obligations under this Agreement in a transaction intended solely as a source of funding, to a Federal Reserve Bank, without the consent of or notice to MTI or the Agent; sell participations in the Loans outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale at least five (5a) days prior thereto), but in the event of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without With the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) with the prior written consent of the Agent, Borrowers which shall will not be unreasonably withheld or delayed, together the Lender shall have the right at any time to assign to one or more commercial banks or other financial institutions all or a portion of its Working Capital Commitment, the Loans owing to it and Term Note held by it. The Lender may also grant participations in all or any part of its rights and obligations under this Agreement (including, without limitation, all or any part of the Working Capital Commitment and the Loans, as applicable) to one or more other Persons; provided, however, that (i) any such disposition shall not, -------- ------- without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the Loans under the blue sky law of any state; and (ii) Lender shall make and receive all payments for the account of its participant and shall retain exclusively, and shall continue to exercise exclusively, all rights of approval and administration available hereunder with respect to the Working Capital Commitment and the Loans even after giving effect to the sale of any such participation, and Lender shall make such arrangements with its participants as may be necessary to accomplish the foregoing. No holder of a participation in all or any part of the Loans shall be a "lender" for any purpose under this Agreement; provided, however, that each -------- ------- holder of a participation shall have the rights of increased capital as the Lender (including any right to receive payment) under Sections 2.7, 3.7 and -------- --- --- 12.7; provided, further, that all requests for any such payments shall be ---- -------- ------- made by a participant through the Lender. The right of each holder of a participation to receive payment under Sections 2.7, 3.7 and 12.7 and shall ------------ --- ---- be limited to the lesser of (i) the amounts actually incurred by such Bank holder for which payment is provided under such Sections and (ii) the amounts that would have been payable under such Sections by the Borrowers to the Agent Lender granting the participation to such holder had such participation not been granted.
(b) It is expressly agreed that, in connection with prospective offers for the sale and transfer of a $3,500 transfer feeany assignment or any participation pursuant to this Section 11.2, andLender may provide to such prospective ------------ assignees and participants such information pertaining to any Borrower as Lender may deem appropriate provided that, except after the occurrence of an Event of Default, with the prior written consent of MTI, which shall not be unreasonably withheld or delayed. Promptly upon to any such assignment described disclosure of -------- non-public information, such proposed assignee or participant shall agree in writing (Aunder the same terms and conditions outlined in Section 12.15 ------------- hereof) to preserve the confidentiality of any confidential information relating to the Borrowers received by it from the Lender.
(c) Notwithstanding the foregoing provisions of this Section 11.2, Lender may at any time sell, assign, transfer, or negotiate ------------ all or any part of its rights and obligations under this Agreement to any Affiliate of Lender.
(Bd) aboveThis Agreement and the other Loan Documents shall be binding upon the parties hereto and their respective successors and assigns (including, without limitation, a receiver, trustee or debtor-in-possession of any Borrower) and shall inure to the benefit of the parties hereto and the successors and permitted assigns of the Lender. In the event of any such transfer or assignment, the assignee rights and privileges conferred upon the Lender shall execute a joinder automatically extend to this Agreement and be vested in form satisfactory such transferee or assignee, all subject to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and hereof. Neither the Borrowers shall execute and deliver new Notes and such other documents as Borrowers' rights nor any interest therein hereunder may be appropriate to reflect such assignment; and share credit information on assigned without the Borrowers with prospective and actual participants and assigneeswritten consent of the Lender.
Appears in 1 contract
Sources: Loan and Security Agreement (Emons Transportation Group Inc)
Assignments; Participations. The Borrowers acknowledge and agree that any Bank may Lender may, in accordance with applicable law, at any time: assign time sell to one or transfer more lenders or other entities ("Participants") participating interests in any Advance, the Note, its commitment to make Advances, or any other interest of its rights or obligations the Lender hereunder and under this Agreement in a transaction intended solely as a source of funding, to a Federal Reserve Bank, without the consent of or notice to MTI or the Agent; sell participations in the Loans outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior thereto), but in other Loan Documents. In the event of any such participationsale by the Lender of participating interests to a Participant, no party the Lender's obligations under this Loan Agreement to the Borrowers shall remain unchanged, the Lender shall remain solely responsible for the performance thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and the other Loan Documents, and the Borrowers and the Lender shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Loan Agreement and the other Loan Documents. The Borrowers agree that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have any obligations been declared or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, shall have become due and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) with the prior written consent of the Agent, which shall not be unreasonably withheld or delayed, together with the payment by such Bank to the Agent of a $3,500 transfer fee, and, except after payable upon the occurrence of an Event of Default, with the prior written consent of MTI, which shall not be unreasonably withheld or delayed. Promptly upon any such assignment described in (A) or (B) above, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then each Participant shall be deemed a Bank for all purposes hereunder, to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Borrowers Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Loan Agreement or the Note; provided, that such Participant shall execute only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the -138- 144 Lender the proceeds thereof. The Lender also agrees that each Participant shall be entitled to the benefits of Sections 2.08 and deliver new Notes 11.03 with respect to its participation in the Advances outstanding from time to time; provided, that the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such other documents as may be appropriate Sections than the Lender would have been entitled to reflect receive had no such assignment; and share credit information on the Borrowers with prospective and actual participants and assigneestransfer occurred.
Appears in 1 contract
Sources: Master Loan and Security Agreement (Hanover Capital Mortgage Holdings Inc)
Assignments; Participations. The Borrowers acknowledge (a) Without obtaining any consent of any of the Loan Parties, Lender (and agree that any Bank subsequent assignee of Lender) may at any time: (i) transfer and assign all or transfer any of its rights or obligations delegate any or all of its duties under this Agreement in a transaction intended solely as a source of fundingand/or the other Loan Documents, to a Federal Reserve Bank, without the consent of or notice to MTI or the Agent; sell (ii) grant participations in the Loans outstanding hereunder Advances to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior theretoParticipants in accordance with Section 10.4(b). Lender may, but in the event without obtaining any consent of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents Parties, disclose to all prospective and actual assignees and Participants all financial, business and other information about the Loan Parties which ▇▇▇▇▇▇ may possess at any time. For the avoidance of doubt, Lender may, without the obtaining any consent of the participant except to the extent such modification, amendment or waiver would change the amount any of the CommitmentsLoan Parties, reduce the principal of at any time pledge or rate of assign a security interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign in all or any portion of its rights under this Agreement to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations hereunder or substitute any such pledgee or assignee for Lender as a party hereto.
(b) Lender may at any time, without the Loans consent of, or notice to, Borrower, sell to one or more Persons participating interests in its Advances, commitments or other interests hereunder (any such Person, a "Participant"). In the event of a sale by Lender of a participating interest to a Participant, (i) ▇▇▇▇▇▇'s obligations hereunder shall remain unchanged for all purposes, (ii) Borrower shall continue to deal solely and directly with Lender in connection with ▇▇▇▇▇▇'s rights and obligations hereunder, and (iii) all amounts payable by Borrower shall be determined as if Lender had not sold such participation and shall be paid directly to Lender, provided, however, notwithstanding the foregoing, Borrower hereby agrees that each Participant shall be entitled to the benefits of Section 2.6(f); provided, further, a Participant shall not be entitled to receive any greater payment under Section 2.6(f), with respect to any participation, than Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in Law, regulation ruling, treaty or other action or doctrine of a Governmental Authority that occurs after the date the Participant acquired the applicable participation. ▇▇▇▇▇▇▇▇ agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its Commitment participating interest in minimum amounts owing under this Agreement and with respect to any letter of $1,000,000 either credit to the same extent as if the amount of its participating interest were owing directly to it as Lender under this Agreement. If Lender sells a participation to a Participant as provided under this Section 10.4(b), it shall, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇, maintain a register on which it enters the name and address of each Participant and the principal amounts (Aand stated interest) of each Participant's interest in the Advances or other obligations under the Loan Documents (the "Participant Register"); provided, that Lender shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to an Affiliate any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive and binding absent manifest error, and Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such Bankparticipation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, ▇▇▇▇▇▇ shall have no responsibility for maintaining a Participant Register.
(c) None of the Loan Parties may assign, delegate or (B) with otherwise transfer any of their rights or other obligations hereunder or under any other Loan Document without the prior written consent of the Agent, which shall not be unreasonably withheld or delayed, together with the payment by such Bank to the Agent of a $3,500 transfer fee, and, except after the occurrence of an Event of Default, with the prior written consent of MTI, which shall not be unreasonably withheld or delayed. Promptly upon any such assignment described in (A) or (B) above, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes and such other documents as may be appropriate to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assignees▇▇▇▇▇▇.
Appears in 1 contract
Sources: Credit Agreement (HCI Group, Inc.)
Assignments; Participations. (1) The Borrowers acknowledge and agree that any Bank Lender may at any time: , with the consent of the Borrower, which consent shall not be unreasonably withheld, assign or transfer delegate to one or more Persons all or a portion of the Loans and the other rights and obligations of the Lender hereunder; provided, however, the the Lender need not obtain the consent of the Borrower to any such assignment or delegation at any time at which there shall exist and be continuing an Event of its Default or Potential Default.
(2) The Lender may at any time sell to one or more Persons participating interests in the Loans and the other rights or and obligations of the Lender hereunder; provided, however, that (i) the Lender's obligations under this Agreement in a transaction intended shall remain unchanged, (ii) the Lender shall remain solely as a source responsible for the performance of fundingsuch obligations, (iii) the Borrower shall continue to a Federal Reserve Bankdeal solely and directly with the Lender, without the consent of or notice to MTI or the Agent; sell participations in the Loans outstanding hereunder to another financial institution and (after providing written notice to MTI regarding iv) following such sale at least five the Lender and its Affiliates shall continue to hold for their own account more than fifty percent (550%) days prior thereto), but in the event of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the dollar amount of the CommitmentsRevolving Credit Limit (prior to the Conversion Date) and the outstanding principal balance of the Term Loan (following the Conversion Date).
(3) For purposes of this PARAGRAPH 8(h), reduce the principal Lender may disclose to a potential or actual assignee or participant any and all information supplied to the Lender by or on behalf of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans Borrower and its Commitment in minimum amounts of $1,000,000 either (A) Subsidiaries. The Borrower agrees to an Affiliate of such Bankexecute and deliver, or (B) with the prior written consent of the Agentand to cause to be executed and delivered, which shall not be unreasonably withheld or delayed, together with the payment by such Bank to the Agent of a $3,500 transfer feeLender such documents, andinstruments and agreements, except after the occurrence of an Event of Defaultincluding, with the prior written consent of MTIwithout limitation, which shall not be unreasonably withheld or delayed. Promptly upon any such assignment described in (A) or (B) above, the assignee shall execute a joinder to this Agreement in form satisfactory amendments to the AgentLoan Documents, agreeing to be bound deemed necessary or desirable by the terms and conditions of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes and Lender to effect such other documents as may be appropriate to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assignees.transfers. 8
Appears in 1 contract
Sources: Credit Agreement (Paula Financial)
Assignments; Participations. (a) The Borrowers acknowledge and agree that any Bank Seller may at any time: assign or transfer any of its rights or obligations under this Agreement in a transaction intended solely as a source of funding, to a Federal Reserve Bank, without the consent of or notice to MTI or the Agent; sell participations in the Loans outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior thereto), but in the event of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) only with the prior written consent of the AgentBuyer. The Buyer may, which shall not be unreasonably withheld or delayed, together with the payment consent of the Seller, assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of the Buyer all or any of its rights under this Agreement and the other Program Documents.
(b) The Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of the Buyer hereunder and under the other Program Documents. In the event of any such sale by such Bank the Buyer of participating interests to a Participant, the Buyer’s obligations under this Agreement to the Agent of a $3,500 transfer feeSeller shall remain unchanged, andthe Buyer shall remain solely responsible for the performance thereof and the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Agreement and the other Program Documents. The Seller agrees that if amounts outstanding under this Agreement are due or unpaid, except after 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 the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the prior written consent Buyer the proceeds thereof. The Buyer also agrees that each Participant shall be entitled to the benefits of MTISections 3(j) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that the Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than the Buyer would have been entitled to receive had no such transfer occurred.
(c) The Buyer may furnish any information concerning the Seller or any of its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying the Seller in writing and securing signed confidentiality statements (a form of which shall not be unreasonably withheld is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or delayed. Promptly upon participations and for no other purpose.
(d) The Seller agrees to cooperate with the Buyer in connection with any such assignment described in (A) or (B) aboveand/or participation, the assignee shall to execute a joinder and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in form satisfactory order to give effect to such assignment and/or participation. The Seller further agrees to furnish to any Participant identified by the Buyer to the Agent, agreeing Seller copies of all reports and certificates to be bound delivered by the terms Seller to the Buyer hereunder, as and conditions when delivered to the Buyer.
(e) Seller shall appoint Buyer, and Buyer agrees to act as an agent of Seller, solely for purposes of maintaining the record of any sale, transfer, assignment, subdivision or participation of any rights or obligations under this Agreement, as well as of all payments of principal and interest (in each case, for U.S. federal income tax purposes) in respect of this Agreement. The provisions of this paragraph (e) are intended to cause the obligations under this Agreement to be in “registered form” within the meaning of Treasury Regulations Section 5f.103-1(c), and then shall be deemed interpreted and carried out in a Bank for all purposes hereundermanner consistent therewith. Notwithstanding the foregoing, Buyer shall be obligated to permit the Seller access only to its books and records containing information described in this paragraph (e) and only to the Borrowers extent required by the U.S. federal income tax law. Buyer shall execute and deliver new Notes and such other documents not have any liability as may be appropriate to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assigneesSeller’s agent.
Appears in 1 contract
Sources: Master Repurchase Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC)
Assignments; Participations. The Borrowers acknowledge and agree that any Bank may at any time: (a) Each Lender shall have the right to sell, assign or transfer all or any part of its rights such Lender's Notes, Advances, Commitment, LC Obligations and Swing Line Obligations hereunder to one or obligations under this Agreement in a transaction intended solely as a source of fundingmore Affiliates, Lenders, financial institutions, pension plans, investment funds, or similar Persons or to a Federal Reserve Bank; provided, without that each such sale, assignment, or transfer (other than to an Affiliate, a Lender or a Federal Reserve Bank) shall be with the consent of Borrower (unless an Event of Default has occurred and is continuing), which consent will not be unreasonably withheld, and with the consent of Administrative Agent, which consent will not be unreasonably withheld, and the assignee, transferee or notice recipient shall have, to MTI the extent of such sale, assignment, or transfer, the Agentsame rights, benefits and obligations as it would if it were such Lender and a holder of such Notes, Advances, Commitment, LC Obligations and Swing Line Obligations, including, without limitation, the right to vote on decisions requiring consent or approval of all Lenders or Required Lenders and the obligation to fund its Advances; sell participations provided further, that (1) each Lender in the Loans making each such sale, assignment, or transfer must sell, assign or transfer a pro rata portion of its Commitment and each Advance (other than a Swing Line Advance), LC Obligation and Swing Line Obligation made or held by such Lender, (2) each such sale, assignment, or transfer (other than to an Affiliate, a Lender or a Federal Reserve Bank) shall be in an aggregate principal amount not less than $10,000,000, (3) unless such sale, assignment or transfer results in a Lender's Commitment being reduced to zero, each Lender shall at all times maintain a Commitment then outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale in an aggregate principal amount at least five equal to $10,000,000; (4) no Lender may offer to sell its Notes, Commitment, LC Obligations, Swing Line Obligations or Advances or interests therein in violation of any securities laws; and (5) days prior thereto), but in the event of any no such participation, no party to this Agreement shall have any obligations or responsibilities to such participant assignment (other than its obligations or responsibilities to a Federal Reserve Bank) shall become effective until the seller assigning Lender delivers to Administrative Agent and Borrower copies of such participation, all written assignments and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) with the prior written consent of the Agent, which shall not be unreasonably withheld or delayed, together with the payment by such Bank to the Agent of a $3,500 transfer fee, and, except after the occurrence of an Event of Default, with the prior written consent of MTI, which shall not be unreasonably withheld or delayed. Promptly upon other documents evidencing any such assignment described and an Agreement to be Bound in (A) or (B) abovethe form of Exhibit K, providing for the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing assignee's ratification and agreement to be bound by the terms of this Agreement and conditions the other Loan Documents. An assignment fee in the amount of $3,500 for each such assignment will be payable to Administrative Agent by the assignor or assignee. Within five (5) Business Days after its receipt of copies of any assignment and the other documents relating thereto and any Note of the assignor, Borrower shall, if requested by the assignor or assignee, execute and deliver to Administrative Agent (for delivery to the assignor or assignee, as applicable) new Notes evidencing such assignee's assigned Advances and Commitment and if the assignor Lender has retained a portion of its Advances and Commitment, replacement Notes in the principal amount of the Advances and Commitment retained by the assignor Lender. On and after the effective date of an assignment hereunder, the assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and no further consent or action by Borrower, Lenders or any Agent shall be required to release the transferor Lender, with respect to the Commitment, the LC Obligations, the Swing Line Obligations and the Advances assigned to such assignee and the transferor Lender shall henceforth be so released.
(b) Each Lender shall have the right to grant participations in all or any part of such Lender's Notes, Commitment, LC Obligations, Swing Line Obligations and Advances hereunder to one or more pension plans, investment funds, financial institutions or other Persons; provided, that:
(1) each Lender granting a participation shall retain the right to vote hereunder, and no participant shall be entitled to vote hereunder on decisions requiring consent or approval of Lenders or Required Lenders (except as set forth in (3) below);
(2) in the event any Lender grants a participation hereunder, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Notes for all purposes under the Loan Documents, and each Agent, each Lender and Borrower shall be entitled to deal with the Lender granting a participation in the same manner as if no participation had been granted; and
(3) no participant shall ever have any right by reason of its participation to exercise any of the rights of Lenders hereunder (other than Section 8.15 hereof), except that any Lender may agree with any participant that such Lender will not, without the consent of such participant, consent to any amendment or waiver described in Section 8.1 requiring approval of 100% of the Lenders.
(c) It is understood and agreed that any Lender may provide to assignees and participants and prospective assignees and participants financial information and reports and data concerning Designated Entities' properties and operations which was provided to such Lender pursuant to this Agreement, subject to Section 8.9.
(d) Upon the reasonable request of either Administrative Agent or Borrower, each Lender will identify those to whom it has assigned or participated any part of its Notes, LC Obligations, Swing Line Obligations or Advances, and then provide the amounts so assigned or participated. Administrative Agent shall maintain, at its office, a register for the recordation of the names and addresses of Lenders and their Commitments, which register shall be deemed a Bank available for all purposes hereunder, inspection by Borrower or any Lender at any reasonable time and the Borrowers shall execute and deliver new Notes and such other documents as may be appropriate from time to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assigneestime upon reasonable prior notice.
Appears in 1 contract
Assignments; Participations. (a) The Borrowers acknowledge and agree that Borrower may assign any Bank of its rights or obligations hereunder or under the Note with the prior written consent of the Lender. The Lender may at any time: assign or transfer to any bank or other financial institution that makes or invests in loans or any Affiliate of the Lender all or any of its rights or obligations under this Loan Agreement and the other Loan Documents.
(b) The Lender may, in a transaction intended solely as a source accordance with applicable law, at any time sell to one or more lenders or other entities ("PARTICIPANTS") participating interests in any Advance, the Note, its commitment to make Advances, or any other interest of funding, to a Federal Reserve Bank, without the consent of or notice to MTI or Lender hereunder and under the Agent; sell participations in the Loans outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior thereto), but in other Loan Documents. In the event of any such participationsale by the Lender of participating interests to a Participant, no party the Lender's obligations under this Loan Agreement to the Borrower shall remain unchanged, the Lender shall remain solely responsible for the performance thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Loan Agreement and the other Loan Documents. The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have any obligations been declared or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, shall have become due and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) with the prior written consent of the Agent, which shall not be unreasonably withheld or delayed, together with the payment by such Bank to the Agent of a $3,500 transfer fee, and, except after payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Loan Agreement or the Note; PROVIDED, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the prior written consent Lender the proceeds thereof. The Lender also agrees that each Participant shall be entitled to the benefits of MTISections 2.08 and 11.03 with respect to its participation in the Advances outstanding from time to time; PROVIDED, which that the Lender and all Participants shall not be unreasonably withheld entitled to receive no greater amount in the aggregate pursuant to such Sections than the Lender would have been entitled to receive had no such transfer occurred.
(c) The Lender may furnish any information concerning the Borrower or delayed. Promptly upon any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants).
(d) The Borrower agrees to cooperate with the Lender in connection with any such assignment described in (A) or (B) aboveand/or participation, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes such replacement notes, and to enter into such restatements of, and amendments, supplements and other documents as may be appropriate modifications to, this Loan Agreement and the other Loan Documents in order to reflect give effect to such assignment; and share credit information on the Borrowers with prospective and actual participants and assigneesassignment and/or participation.
Appears in 1 contract
Sources: Master Loan and Security Agreement (Hanover Capital Mortgage Holdings Inc)
Assignments; Participations. The Borrowers acknowledge (a) Without obtaining any consent of any of the Loan Parties, Lender (and agree that any Bank subsequent assignee of Lender) may at any time: (i) transfer and assign all or transfer any of its rights or obligations delegate any or all of its duties under this Agreement in a transaction intended solely as a source of fundingand/or the other Loan Documents, to a Federal Reserve Bank, without the consent of or notice to MTI or the Agent; sell (ii) grant participations in the Loans outstanding hereunder Advances to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior theretoParticipants in accordance with Section 10.4(b). Lender may, but in the event without obtaining any consent of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents Parties, disclose to all prospective and actual assignees and Participants all financial, business and other information about the Loan Parties which ▇▇▇▇▇▇ may possess at any time. For the avoidance of doubt, Lender may, without the obtaining any consent of the participant except to the extent such modification, amendment or waiver would change the amount any of the CommitmentsLoan Parties, reduce the principal of at any time pledge or rate of assign a security interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign in all or any portion of its rights under this Agreement to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations hereunder or substitute any such pledgee or assignee for Lender as a party hereto.
(b) Lender may at any time, without the Loans consent of, or notice to, Borrower, sell to one or more Persons participating interests in its Advances, commitments or other interests hereunder (any such Person, a "Participant"). In the event of a sale by Lender of a participating interest to a Participant, (i) ▇▇▇▇▇▇'s obligations hereunder shall remain unchanged for all purposes, (ii) Borrower shall continue to deal solely and directly with Lender in connection with ▇▇▇▇▇▇'s rights and obligations hereunder, and (iii) all amounts payable by Borrower shall be 4891-8586-8126.7 determined as if Lender had not sold such participation and shall be paid directly to Lender, provided, however, notwithstanding the foregoing, Borrower hereby agrees that each Participant shall be entitled to the benefits of Section 2.6(f); provided, further, a Participant shall not be entitled to receive any greater payment under Section 2.6(f), with respect to any participation, than Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in Law, regulation ruling, treaty or other action or doctrine of a Governmental Authority that occurs after the date the Participant acquired the applicable participation. ▇▇▇▇▇▇▇▇ agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its Commitment participating interest in minimum amounts owing under this Agreement and with respect to any letter of $1,000,000 either credit to the same extent as if the amount of its participating interest were owing directly to it as Lender under this Agreement. If Lender sells a participation to a Participant as provided under this Section 10.4(b), it shall, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇, maintain a register on which it enters the name and address of each Participant and the principal amounts (Aand stated interest) of each Participant's interest in the Advances or other obligations under the Loan Documents (the "Participant Register"); provided, that Lender shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to an Affiliate any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive and binding absent manifest error, and Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such Bankparticipation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, ▇▇▇▇▇▇ shall have no responsibility for maintaining a Participant Register.
(c) None of the Loan Parties may assign, delegate or (B) with otherwise transfer any of their rights or other obligations hereunder or under any other Loan Document without the prior written consent of the Agent, which shall not be unreasonably withheld or delayed, together with the payment by such Bank to the Agent of a $3,500 transfer fee, and, except after the occurrence of an Event of Default, with the prior written consent of MTI, which shall not be unreasonably withheld or delayed. Promptly upon any such assignment described in (A) or (B) above, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes and such other documents as may be appropriate to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assignees▇▇▇▇▇▇.
Appears in 1 contract
Sources: Credit Agreement (HCI Group, Inc.)
Assignments; Participations. The (a) With the consent of (i) in the case of Working Capital Loans, the A Term Loan and the B Term Loan, the U.S. Borrowers acknowledge which will not be unreasonably withheld or delayed and agree that any Bank may (ii) in the case of the Canadian Term Loan, SLQ which will not be unreasonably withheld, the Lender shall have the right at any time: time to assign to one or transfer more commercial banks or other financial institutions all or a portion of its Working Capital Commitment, the Loans owing to it and the Notes held by it. The Lender may also grant participations in all or any part of its rights or and obligations under this Agreement in a transaction intended solely (including, without limitation, all or any part of the Working Capital Commitment and the Loans, as a source of fundingapplicable) to one or more other Persons; provided, to a Federal Reserve Bankhowever, that (i) any such disposition -------- ------- shall not, without the consent of the applicable U.S. Borrower or notice SLQ, require such Borrower to MTI file a registration statement with the Securities and Exchange Commission or the Agent; sell participations in apply to qualify the Loans outstanding under the blue sky law of any state; and (ii) Lender shall make and receive all payments for the account of its participant and shall retain exclusively, and shall continue to exercise exclusively, all rights of approval and administration available hereunder with respect to another financial institution (the Working Capital Commitment and the Loans even after providing written notice giving effect to MTI regarding such the sale at least five (5) days prior thereto), but in the event of any such participation, no party and Lender shall make such arrangements with its participants as may be necessary to accomplish the foregoing. No holder of a participation in all or any part of the Loans shall be a "lender" for any purpose under this Agreement; provided, -------- however, that each holder of a participation shall have the ------- rights of increased capital as the Lender (including any right to receive payment) under Sections 2.9, 3.7 and 12.7; -------- --- --- ---- provided, further, that all requests for any such payments -------- ------- shall be made by a participant through the Lender. The right of each holder of a participation to receive payment under Sections 2.9, 3.7 and 12.7 and shall be limited to the lesser ------------ --- ---- of (i) the amounts actually incurred by such holder for which payment is provided under such Sections and (ii) the amounts that would have been payable under such Sections by the U.S. Borrowers or SLQ to the Lender granting the participation to such holder had such participation not been granted.
(b) It is expressly agreed that, in connection with prospective offers for the sale and transfer of any assignment or any participation pursuant to this Agreement shall have any obligations or responsibilities Section 11.2, Lender may ------------ provide to such participant other than its obligations or responsibilities prospective assignees and participants such information pertaining to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, Borrower as Lender may deem appropriate provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree prior to any modificationsuch disclosure of -------- non-public information, amendment such proposed assignee or waiver participant shall agree in writing (under the same terms and conditions outlined in Section 12.15 hereof) to preserve the ------------- confidentiality of the Loan Documents without the consent of the participant except any confidential information relating to the extent such modificationBorrowers received by it from the Lender.
(c) Notwithstanding the foregoing provisions of this Section 11.2, amendment Lender may at any time sell, assign, transfer, ------------ or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign negotiate all or any portion part of its rights and obligations under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) this Agreement to an any Affiliate of such Bank, or (B) with the prior written consent of the Agent, which shall not be unreasonably withheld or delayed, together with the payment by such Bank to the Agent of a $3,500 transfer fee, and, except after the occurrence of an Event of Default, with the prior written consent of MTI, which shall not be unreasonably withheld or delayed. Promptly upon any such assignment described in (A) or (B) above, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes and such other documents as may be appropriate to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assigneesLender.
Appears in 1 contract
Sources: Loan and Security Agreement (Emons Transportation Group Inc)
Assignments; Participations. (a) The Borrowers acknowledge and agree that Borrower may assign any Bank of its rights or obligations hereunder or under the Note with the prior written consent of the Lender. The Lender may at any time: assign or transfer to any bank or other financial institution that makes or invests in loans or any Affiliate of the Lender all or any of its rights or obligations under this Loan Agreement and the other Loan Documents.
(b) The Lender may, in a transaction intended solely as a source accordance with applicable law, at any time sell to one or more lenders or other entities ("Participants") participating ------------ interests in any Advance, the Note, its commitment to make Advances, or any other interest of funding, to a Federal Reserve Bank, without the consent of or notice to MTI or Lender hereunder and under the Agent; sell participations in the Loans outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior thereto), but in other Loan Documents. In the event of any such participationsale by the Lender of participating interests to a Participant, no party the Lender's obligations under this Loan Agreement to the Borrower shall remain unchanged, the Lender shall remain solely responsible for the performance thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Loan Agreement and the other Loan Documents. The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have any obligations been declared or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, shall have become due and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) with the prior written consent of the Agent, which shall not be unreasonably withheld or delayed, together with the payment by such Bank to the Agent of a $3,500 transfer fee, and, except after payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set- off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Loan Agreement or the Note; provided, that such Participant shall only be entitled to such right of -------- set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the prior written consent Lender the proceeds thereof. The Lender also agrees that each Participant shall be entitled to the benefits of MTISections 2.08 and 11.03 with respect to its participation in the Advances outstanding from time to time; provided, which that the Lender and all -------- Participants shall not be unreasonably withheld entitled to receive no greater amount in the aggregate pursuant to such Sections than the Lender would have been entitled to receive had no such transfer occurred.
(c) The Lender may furnish any information concerning the Borrower or delayed. Promptly upon any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants).
(d) The Borrower agrees to cooperate with the Lender in connection with any such assignment described in (A) or (B) aboveand/or participation, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and conditions of this Agreement, and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes such replacement notes, and to enter into such restatements of, and amendments, supplements and other documents modifications to, this Loan Agreement and the other Loan Documents in order to give effect to such assignment and/or participation. The Borrower further agrees to furnish to any Participant identified by the Lender to the Borrower copies of all reports and certificates to be delivered by the Borrower to the Lender hereunder, as may be appropriate and when delivered to reflect such assignment; and share credit information on the Borrowers with prospective and actual participants and assigneesLender.
Appears in 1 contract
Sources: Master Loan and Security Agreement (New Century Financial Corp)