Bank The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.
Wachovia Wachovia Mortgage Corporation, a North Carolina corporation, and its successors and assigns.
Prudential Bache Securities Inc. ("Prudential-Bache"), a registered broker-dealer, (ii) The Prudential Insurance Company of America ("Prudential"), (iii) Pruco Securities Corporation, a registered broker-dealer, (iv) any Prudential-Bache or Prudential subsidiary or affiliate duly registered as a broker-dealer and/or a transfer agent pursuant to the 1934 Act or (vi) any other Prudential-Bache or Prudential affiliate or subsidiary; provided, however, that PMFS shall be as fully responsible to the Fund for the acts and omissions of any agent or subcontractor as it is for its own acts and omissions.
Affected Financial Institution No Loan Party is an Affected Financial Institution.
Future Financing The Company shall have not completed any financing prohibited by Section 4.11 unless, prior to the Company delivering the first Draw Down Notice after any such financing, the Company pays the Purchaser the sum of $100,000 as liquidated damages.
Management and Control of the Company The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives.
Payoff Letter Agent shall have received, in form and substance reasonably satisfactory to Agent, a payoff letter from Existing Term Loan Agent providing that, among other things, all of the Indebtedness of the Loan Parties under the Existing Term Loan Documents has been paid and satisfied in full;
COBANK ACB, as Administrative Agent, Collateral Agent, Issuing Bank, and a Lender By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FIFTH THIRD BANK, as a Lender By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Managing Director [Signatures Continued from Previous Page] BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Banking Officer [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] XXXXXXX BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxx Xxxx Xxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] MUFG UNION BANK, N.A., as a Lender By: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Director [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] XXXXX BROTHERS XXXXXXXX & CO., as a Lender By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Senior Vice President [Signatures Continued from Previous Page] FARM CREDIT BANK OF TEXAS, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] AGFIRST FARM CREDIT BANK, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] GREENSTONE FARM CREDIT SERVICES, FLCA/ ACA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] AGSTAR FINANCIAL SERVICES, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxx Xxxxxx Xxx Xxxxxx Mgr. Agency Desk and Team Leader [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] 1ST FARM CREDIT SERVICES, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxx X. Xxxxxxxxxx Xxxx X. Xxxxxxxxxx Vice President, Capital Markets Group [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] UNITED FCS, FLCA, D/B/A FCS COMMERCIAL FINANCE GROUP, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FRONTIER FARM CREDIT, ACA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Vice President [Signatures Continued from Previous Page] NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xx. Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FARM CREDIT WEST, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Ben Xxxxxxx Xxx Xxxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] AMERICAN AGCREDIT, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FARM CREDIT EAST, ACA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxx Xxxxx Xxxx Xxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxx Xxxxx Xxx Xxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] MIDATLANTIC FARM CREDIT, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] AGCHOICE FARM CREDIT, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] BADGERLAND FINANCIAL, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxxx X. Xxx Xxxxxxx X. Xxx
Financial Institution The Financial Institution will not be liable under this Agreement, except for (i) its own willful misconduct, bad faith or negligence or (ii) breach of its representations and warranties in this Agreement. The Financial Institution will not be liable for special, indirect or consequential losses or damages (including lost profit), even if the Financial Institution has been advised of the likelihood of the loss or damage and regardless of the form of action.
