Common use of Binding Effect; Assignment; Complete Agreement; Exchanging Information Clause in Contracts

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns, except that Borrower shall not have the right to assign its rights thereunder or any interest therein without Lender’s prior written consent. Lender shall not assign any of its rights and obligations arising under this Agreement without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred and is continuing, (ii) if Lender assigns this Agreement in connection with any sale or all or any portion of its loan portfolio, or (iii) if Lender assigns this Agreement to any Affiliate of Lender. To the extent permitted by law, Borrower waives and will not assert against any assignee any claims, defenses or set-offs which Borrower could assert against Lender. This Agreement shall also bind all Persons who become a party to this Agreement as Borrower. This Agreement, together with the Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof. Without limiting Lender’s right to share information regarding Borrower and its Affiliates with Lender’s participants, accountants, lawyers and other advisors, Lender, ▇▇▇▇▇ Fargo & Company, and all direct and indirect subsidiaries of ▇▇▇▇▇ Fargo & Company, may exchange any and all information they may have in their possession regarding Borrower and its Affiliates, and Borrower waives any right of confidentiality it may have with respect to such exchange of such information.

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights thereunder or any interest therein without the Lender’s prior written consent. Lender shall not assign any of its rights and obligations arising under this Agreement without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred and is continuing, (ii) if Lender assigns this Agreement in connection with any sale or all or any portion of its loan portfolio, or (iii) if Lender assigns this Agreement to any Affiliate of Lender. To the extent permitted by law, the Borrower waives and will not assert against any assignee any claims, defenses or set-offs which the Borrower could assert against the Lender. This Agreement shall also bind all Persons who become a party to this Agreement as Borrowera borrower. This AgreementTHIS AGREEMENT, together with the Loan DocumentsTOGETHER WITH THE LOAN DOCUMENTS, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreementsCOMPRISES THE COMPLETE AND INTEGRATED AGREEMENT OF THE PARTIES ON THE SUBJECT MATTER THEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, written or oralWRITTEN OR ORAL, on the subject matter hereofON THE SUBJECT MATTER THEREOF; AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Without limiting the Lender’s right to share information regarding the Borrower and its Affiliates with the Lender’s participants, accountants, participant’s accountants, lawyers, participant’s lawyers and Lender’s and participant’s other advisors, the Lender, ▇▇▇▇▇ Fargo & Company, and all direct and indirect subsidiaries of ▇▇▇▇▇ Fargo & Company, may exchange any and all information they may have in their possession regarding the Borrower and its Affiliates, and the Borrower waives any right of confidentiality it may have with respect to such exchange of such information.

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of Borrower and Lender Bank and their respective successors and assigns, except that Borrower shall not have the right to assign its rights thereunder or any interest therein without LenderBank’s prior written consent. Lender Bank shall not assign any of its rights and obligations arising under this Agreement or the Line of Credit Note without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, provided notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred and is continuing, (ii) if Lender Bank assigns this Agreement in connection with any sale or all or any portion of its loan portfolio, or (iii) if Lender Bank assigns this Agreement to any Affiliate of LenderBank. To the extent permitted by law, Borrower waives and will not assert against any assignee any claims, defenses or set-offs which Borrower could assert against LenderBank. This Agreement shall also bind all Persons who become a party to this Agreement as Borrower. This Agreement, together with the Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof. Without limiting LenderBank’s right to share information regarding Borrower and its Affiliates with LenderBank’s participants, accountants, lawyers and other advisors, LenderBank, ▇W▇▇▇▇ Fargo & Company, and all direct and indirect subsidiaries of ▇W▇▇▇▇ Fargo & Company, may exchange any and all information they may have in their possession regarding Borrower and its Affiliates, and Borrower waives any right of confidentiality it may have with respect to such exchange of such information.

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of Borrower and Lender Bank and their respective successors and assigns, except that Borrower shall not have the right to assign its rights thereunder or any interest therein without LenderBank’s prior written consent. Lender Bank shall not assign any of its rights and obligations arising under this Agreement or the Note without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, provided notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred and is continuing, (ii) if Lender Bank assigns this Agreement in connection with any sale or all or any portion of its loan portfolio, or (iii) if Lender Bank assigns this Agreement to any Affiliate of LenderBank, or (iv) Bank may pledge or grant a security interest in all or any portion of this Agreement to secure its obligations, including any such pledge or grant to a Federal Reserve Bank, and this Section shall not apply to any such grant or pledge; provided, that no such pledge or grant of a security interest shall release Bank from any of its obligations hereunder or substitute any such pledgee or secured party for Bank as party hereto. To the extent permitted by law, Borrower waives and will not assert against any assignee any claims, defenses or set-offs which Borrower could assert against LenderBank. This Agreement shall also bind all Persons who become a party to this Agreement as Borrower. This Agreement, together with the Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof. Without limiting LenderBank’s right to share information regarding Borrower and its Affiliates with LenderBank’s participants, accountants, lawyers and other advisors, LenderBank, ▇W▇▇▇▇ Fargo & Company, and all direct and indirect subsidiaries of ▇W▇▇▇▇ Fargo & Company, may exchange any and all information they may have in their possession regarding Borrower and its Affiliates, and Borrower waives any right of confidentiality it may have with respect to such exchange of such information.

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights thereunder or any interest therein without the Lender’s prior written consent. The Lender shall not assign may at any time sell, assign, transfer, grant participations in, or otherwise dispose of its rights and obligations arising under this Agreement without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred and is continuing, (ii) if Lender assigns this Agreement in connection with any sale or all or any portion of its loan portfoliothe Commitments, the Notes and/or Advances to banks or (iii) if Lender assigns this Agreement to any Affiliate of Lenderother financial institutions. To the extent permitted by law, the Borrower waives waive and will not assert against any assignee any claims, defenses or set-offs which the Borrower could assert against the Lender. This Agreement shall also bind all Persons who become a party to this Agreement as the Borrower. This Agreement, together with the Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof, including the Prior Credit Agreement. Without limiting the Lender’s right to share information regarding the Borrower and its Affiliates Subsidiaries with the Lender’s participants, accountants, lawyers and other advisors, the Lender, ▇W▇▇▇▇ Fargo & Company, and all direct and indirect subsidiaries of ▇W▇▇▇▇ Fargo & Company, may exchange any and all information they may have in their possession regarding the Borrower and its AffiliatesSubsidiaries, and the Borrower waives any right of confidentiality it they may have with respect to such exchange of such information. The Borrower hereby reaffirms any and all warehouse lien waivers and landlord and mortgagee’s lien waivers agreed to and executed in connection with the Prior Credit Agreement. The same remain in effect by their terms and are enforceable in accordance with the terms thereof.

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of Borrower and Lender Bank and their respective successors and assigns, except that Borrower shall not have the right to assign its rights thereunder or any interest therein without LenderBank’s prior written consent. Lender Bank shall not assign any of its rights and obligations arising under this Agreement or the Note without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred and is continuing, (ii) if Lender Bank assigns this Agreement in connection with any sale or all or any portion of its loan portfolio, or (iii) if Lender Bank assigns this Agreement to any Affiliate of LenderBank. To the extent permitted by law, Borrower waives and will not assert against any assignee any claims, defenses or set-offs which Borrower could assert against LenderBank. This Agreement shall also bind all Persons who become a party to this Agreement as Borrower. This Agreement, together with the Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof. Without limiting LenderBank’s right to share information regarding Borrower and its Affiliates with LenderBank’s participants, accountants, lawyers and other advisors, LenderBank, ▇▇▇▇▇ Fargo & Company, and all direct and indirect subsidiaries of ▇▇▇▇▇ Fargo & Company, may exchange any and all information they may have in their possession regarding Borrower and its Affiliates, and Borrower waives any right of confidentiality it may have with respect to such exchange of such information.

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights thereunder or any interest therein without the Lender’s 's prior written consent. Lender will endeavor to provide written notice of any assignment or grant of participation rights to any Person, but the failure to provide such notice shall not assign any affect the validity or enforceability of its rights and obligations arising under this Agreement without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred or grant of participation rights, except that no assignee or participant may setoff any liability owed to the Borrower by such assignee or participant unless and is continuing, (ii) if Lender assigns this Agreement in connection with any sale until Borrower receives written notice of such assignment or all or any portion of its loan portfolio, or (iii) if Lender assigns this Agreement to any Affiliate of Lender. To the extent permitted by law, Borrower waives and will not assert against any assignee any claims, defenses or set-offs which Borrower could assert against Lender. This Agreement shall also bind all Persons who become a party to this Agreement as Borrowerparticipation interest. This Agreement, together with the Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof. Without limiting the Lender’s 's right to share information regarding the Borrower and its Affiliates with the Lender’s 's participants, accountants, lawyers and other advisors, the Lender, ▇▇▇▇▇ Fargo & CompanyNorwest Corporation, and all direct and indirect subsidiaries of ▇▇▇▇▇ Fargo & CompanyNorwest Corporation, may exchange any and all information they may have in their possession regarding the Borrower and its Affiliates, and the Borrower waives any right of confidentiality it may have with respect to such exchange of such information.

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights thereunder or any interest therein without the Lender’s 's prior written consent. Lender shall not assign any of its rights and obligations arising under this Agreement without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred and is continuing, (ii) if Lender assigns this Agreement in connection with any sale or all or any portion of its loan portfolio, or (iii) if Lender assigns this Agreement to any Affiliate of Lender. To the extent permitted by law, the Borrower waives and will not assert against any assignee of the Lender any claims, defenses or set-offs which the Borrower could assert against the Lender. This Agreement shall also bind all Persons who become a party to this Agreement as Borrowera borrower. This AgreementTHIS AGREEMENT, together with the Loan DocumentsTOGETHER WITH THE LOAN DOCUMENTS, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreementsCOMPRISES THE COMPLETE AND INTEGRATED AGREEMENT OF THE PARTIES ON THE SUBJECT MATTER THEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, written or oralWRITTEN OR ORAL, on the subject matter hereofON THE SUBJECT MATTER THEREOF; AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Without limiting the Lender’s 's right to share information regarding the Borrower and its Affiliates with the Lender’s 's participants, accountants, lawyers and other advisors, the Lender, ▇▇▇▇▇ Wells Fargo & Company, and all direct and indirect subsidiaries of ▇▇▇▇▇ Fargo & Company, may exchange any and all information they may have ma▇ ▇▇▇e in their possession regarding the Borrower and its Affiliates, and the Borrower waives any right of confidentiality it may have with respect to such exchange of such information. To the extent of any inconsistency between the Loan Documents, such inconsistencies shall be resolved in favor of granting to the Lender the greatest rights and remedies and imposing upon the Borrower the greatest obligations.

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights thereunder or any interest therein without the Lender’s 's prior written consent. Lender shall not assign any of its rights and obligations arising under this Agreement without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred and is continuing, (ii) if Lender assigns this Agreement in connection with any sale or all or any portion of its loan portfolio, or (iii) if Lender assigns this Agreement to any Affiliate of Lender. To the extent permitted by law, the Borrower waives and will not assert against any assignee any claims, defenses or set-offs which the Borrower could assert against the Lender. This Agreement shall also bind all Persons who become a party to this Agreement as Borrowera borrower. This AgreementTHIS AGREEMENT, together with the Loan DocumentsTOGETHER WITH THE LOAN DOCUMENTS, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreementsCOMPRISES THE COMPLETE AND INTEGRATED AGREEMENT OF THE PARTIES ON THE SUBJECT MATTER THEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, written or oralWRITTEN OR ORAL, on the subject matter hereofON THE SUBJECT MATTER THEREOF; AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Without limiting the Lender’s 's right to share information regarding the Borrower and its Affiliates with the Lender’s 's participants, accountants, participant's accountants, lawyers, participant's lawyers and Lender's and participant's other advisors, the Lender, ▇▇▇▇▇ Fargo & Company, and all direct and indirect subsidiaries of ▇▇▇▇▇ Fargo & Company, may exchange any and all information they may have in their possession regarding the Borrower and its Affiliates, and the Borrower waives any right of confidentiality it may have with respect to such exchange of such information.

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of Borrower and Lender Bank and their respective successors and assigns, except that Borrower shall not have the right to assign its rights thereunder or any interest therein without LenderBank’s prior written consent. Lender Bank shall not assign any of its rights and obligations arising under this Agreement or any Note without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred and is continuing, (ii) if Lender Bank assigns this Agreement in connection with any sale or all or any portion of its loan portfolio, or (iii) if Lender Bank assigns this Agreement to any Affiliate of LenderBank. To the extent permitted by law, Borrower waives and will not assert against any assignee any claims, defenses or set-offs which Borrower could assert against LenderBank. This Agreement shall also bind all Persons who become a party to this Agreement as Borrower. This Agreement, together with the Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof. Without limiting LenderBank’s right to share information regarding Borrower and its Affiliates with LenderBank’s participants, accountants, lawyers and other advisors, LenderBank, ▇▇▇▇▇ Fargo & Company, and all direct and indirect subsidiaries of ▇▇▇▇▇ Fargo & Company, may exchange any and all information they may have in their possession regarding Borrower and its Affiliates, and Borrower waives any right of confidentiality it may have with respect to such exchange of such information.

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights thereunder or any interest therein without the Lender’s prior written consent. Lender shall not assign any of its rights and obligations arising under this Agreement without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred and is continuing, (ii) if Lender assigns this Agreement in connection with any sale or all or any portion of its loan portfolio, or (iii) if Lender assigns this Agreement to any Affiliate of Lender. To the extent permitted by law, Borrower waives and will not assert against any assignee any claims, defenses or set-offs which Borrower could assert against Lender. This Agreement shall also bind all Persons who become a party to this Agreement as Borrower. This Agreement, together with the Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof. Without limiting the Lender’s right to share information regarding the Borrower and its Affiliates with the Lender’s participants, accountants, lawyers and other advisors, the Lender, ▇▇▇▇▇ Fargo & CompanyBank, N.A., and all direct and indirect subsidiaries of ▇▇▇▇▇ Fargo & CompanyBank, N.A., may exchange any and all information they may have in their possession regarding the Borrower and its Affiliates, and the Borrower waives any right of confidentiality it may have with respect to such exchange of such information. Except for the foregoing sharing of information with the Lender’s participants, accountants, lawyers and other advisors, and the exchange of information among the Lender, ▇▇▇▇▇ Fargo Bank, N.A., and the direct and indirect subsidiaries of ▇▇▇▇▇ Fargo Bank, N.A. in connection with the evaluation of this Agreement and the transactions contemplated hereby, the Lender agrees to use commercially reasonable efforts to keep confidential the various written and oral information and material regarding the assets, liabilities, business, prospects, projections and financial condition of the Borrower and the Guarantor which is non-public, confidential or proprietary in nature and will not disclose any such information or material to any third party without the specific prior written consent of the Borrower, except that the Lender may disclose such information without the Borrower’s or any Guarantor’s consent: (a) to Persons employed or engaged by the Lender in evaluating, approving, structuring or administering the Advances or this Agreement; (b) to any assignee or participant or potential assignee or participant of Lender; (c) as required or requested by any governmental authority or reasonably believed by the Lender to be compelled by any court decree, subpoena or other legal or administrative order or process; (d) as, on the advice of the Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any suit, action or proceeding to which the Lender is a party; or (f) which ceases to be non-public, confidential or proprietary through no fault of the Lender.

Binding Effect; Assignment; Complete Agreement; Exchanging Information. The Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights thereunder or any interest therein without the Lender’s 's prior written consent. Lender shall not assign any of its rights and obligations arising under this Agreement without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Borrower’s consent to any such assignment shall not be required (i) if a Default Period has occurred and is continuing, (ii) if Lender assigns this Agreement in connection with any sale or all or any portion of its loan portfolio, or (iii) if Lender assigns this Agreement to any Affiliate of Lender. To the extent permitted by law, the Borrower waives and will not assert against any assignee any claims, defenses or set-offs which the Borrower could assert against the Lender. This Agreement shall also bind all Persons who become a party to this Agreement as Borrowera borrower. This AgreementTHIS AGREEMENT, together with the Loan DocumentsTOGETHER WITH THE LOAN DOCUMENTS, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreementsCOMPRISES THE COMPLETE AND INTEGRATED AGREEMENT OF THE PARTIES ON THE SUBJECT MATTER THEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, written or oralWRITTEN OR ORAL, on the subject matter hereofON THE SUBJECT MATTER THEREOF; AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Without limiting the Lender’s 's right to share information regarding the Borrower and its Affiliates with the Lender’s 's participants, accountants, lawyers and other advisors, the Lender, ▇▇▇▇▇ Fargo & Company, and all direct and indirect subsidiaries of ▇▇▇▇▇ Fargo & Company, may exchange any and all information they may have in their possession regarding the Borrower and its Affiliates, and the Borrower waives any right of confidentiality it may have with respect to such exchange of such information.