The Existing Lender Sample Clauses
The 'Existing Lender' clause defines the rights, obligations, and status of a lender who is already a party to a loan or credit agreement prior to any amendments, assignments, or new financing arrangements. In practice, this clause typically clarifies how the existing lender's interests are protected, how their consent may be required for changes, or how their priority is maintained if new lenders are introduced. Its core function is to ensure that the existing lender's position is clearly established and safeguarded, preventing disputes or unintended loss of rights when the financing structure changes.
The Existing Lender a. confirms that to the extent that details appear in the Schedule to this Transfer Agreement under the heading “Existing Lender’s Participation in the Loan to be transferred” such details accurately summarize the amount of its participation in the Loan (the “Participation”).
b. hereby agrees with the New Lender with effect from the transfer date referred to in this Transfer Agreement and subject to i. the delivery of a duly completed and executed copy of this Transfer Agreement to the Paying Agent not later than 2 Banking Business Days before the transfer date, and ii. the satisfaction of the further conditions (if any) subject to which this Transfer Agreement is expressed to take effect, that the Existing Lender transfers in respect of the Existing Lender’s Participation in the Loan to be transferred as mentioned in the Schedule hereto and to the extent arising from and in connection with the amount to be transferred as specified in the Schedule hereto all of its rights and obligations under the Loan Agreement to the New Lender and that the New Lender assumes such rights and obligations in lieu of the Existing Lender in such a manner that the Existing Lender loses its rights as Lender under this Loan Agreement to such extent and shall to such extent be released from its obligations under this Loan (assumption of contract - Vertragsübernahme).
The Existing Lender. (a) hereby transfers and assigns by way of assumption of contract (Vertragsübernahme) subject to :
(i) the receipt of a duly completed and executed copy of this Transfer Certificate by the Paying Agent, and [(ii) the satisfaction of the following further conditions to be fulfilled : [•] [•]] all of its contractual rights under the Loan Agreement and the Guarantee in the proportion of the aggregate principal amount shown in the Schedule to this Transfer Certificate together with all related rights and claims with economic effect from the Transfer Date (including) as specified in the Schedule to this Transfer Certificate (the "Transfer Date") to the New Lender. Future claims to interest shall only be transferred to the extent they fall on or after the Transfer Date.
(b) confirms that to the extent that details appear in the Schedule to this Transfer Certificate under the heading "Existing Lender’s Participation in the Loan to be transferred" such details accurately summarize the amount of its participation in the Loan (the "Participation").
The Existing Lender. (a) warrants to the New Lender that it has full power to enter into this Substitution Certificate and has taken all corporate action necessary to authorise it to do so;
(i) warrants to the New Lender that this Substitution Certificate is binding on the Existing Lender under the laws of England, the country in which the Existing Lender is incorporated and the country in which its lending office is located; and
(ii) agrees that it will, at its own expense, execute any documents which the New Lender reasonably requests for perfecting in any relevant jurisdiction the New Lender’s title under this Substitution Certificate or for a similar purpose.
The Existing Lender. (a) warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;
(b) warrants to the Transferee that this Transfer Certificate is binding on the Transferor under the laws of England, the country in which the Existing lender is incorporated and the country in which its lending office is located; and
(c) agrees that it will, at the Transferee's expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee's title under this Transfer Certificate or for a similar purpose.