Transfer of Commitment. Notwithstanding anything else herein to the contrary, any Bank, after receiving Administrative Agent's prior written consent (such consent not to be unreasonably withheld), may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Loans made hereunder (including the Bank's interest in this Agreement and the other Credit Documents) to its Affiliate, any Bank or to one or more banks or other Persons that constitute a "Bank"; provided, however, that no Bank (including any assignee of any Bank) may assign any portion of its Loans in an amount less than $1,000,000 (unless such lesser amount constitutes the assigning Bank's entire share of the Loans); and provided, further, that at all times Xxxx Bank, S.S.B. and its Affiliates shall collectively hold no less than 51% of the aggregate amount of the Loans and the Commitments; and provided, further, that Borrower shall not be responsible for increased costs arising out of any assignment of any Loans or Notes. In the event of any such assignment, (a) the assigning Bank's Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new Bank, (b) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment, transfer or other disposition, in form and substance reasonably satisfactory to Administrative Agent and Borrower, (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500, (d) at the assigning Bank's option, Borrower shall execute and deliver to such assigning Bank a new Note in the form attached hereto as Exhibit B-1, as requested, in a principal amount equal to such new Bank's Commitment, but only if it shall also be executing and exchanging with the assigning Bank a replacement note for any Note in an amount equal to the Commitment retained by the assigning Bank, if any; provided that Borrower shall have received for cancellation the existing Note held by such assigning Bank, and (v) Administrative Agent shall amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks following such assignment. Thereafter, such new Bank shall be deemed to be a Bank and shall have all of the rights and duties of a Bank (except as otherwise provided i...
Transfer of Commitment. 137 10.15 Laws.......................................................................................... 138 10.16 Assignability to Federal Reserve Bank......................................................... 138 10.17
Transfer of Commitment. Each Commitment Party’s Commitment shall be non-transferable without the consent of the Company and the Required Commitment Parties. Notwithstanding the foregoing, a Backstop Party may assign its Commitment to (1) any other Backstop Party or (ii) any fund, account or investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party, an Affiliate thereof or the same investment manager, advisor or subadvisor as the Backstop Party or an Affiliate of such investment manager, advisor or subadvisor (each, a “Related Fund”, and together with (1), “Permitted Transferees”), in which case such Permitted Transferee shall agree in writing to be bound by the obligations of such transferring Backstop Party under this Agreement and the RSA and shall, as a condition of such transfer, provide the Company and the non-transferring Backstop Parties with evidence reasonably satisfactory to them that such transferee is reasonably capable of fulfilling such obligations. For purposes of this Agreement, (i) “Affiliate” shall mean with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls (as defined below), is Controlled by or is under common Control with such specified Person and (ii) “Control” shall mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled by,” “Controlled” and “under common Control with” shall have correlative meanings.
Transfer of Commitment. A Syndicate Member shall have the right to transfer its rights and obligations hereunder to another Syndicate Member or to a company within any of the Original Syndicate Members’ group of companies provided that the transferee is the holder of a banking licence and has a credit rating at least equal to that of the transferor. If a Syndicate Member otherwise transfers its shares in the Company, and the transferee is a bank in the EU/EEA area or in the United States, having a credit rating of at least AA minus, the transferring Syndicate Member shall have the right to transfer its rights and obligations hereunder to such bank.
Transfer of Commitment. The Banks hereby consent to the decrease in the Total Revolving Credit Commitment to $35,000,000 and to the increase in the Total Acquisition Loan Commitment to $23,000,000, such decrease and increase to be allocated pro rata to each Bank's Revolving Credit Commitment and Acquisition Loan Commitment and evidenced by Amended and Restated Revolving Credit Notes and Amended and Restated Acquisition Notes.
Transfer of Commitment. Each Bank shall have the right at any time or times to transfer to another financial institution, without recourse, all or any part of (a) that Bank's Commitment, (b) any Loan made by that Bank, (c) any Revolving Credit Note, (d) that Bank's Risk Participation Exposure and (e) that Bank's participation, if any, purchased pursuant to Section 11.4; PROVIDED, HOWEVER, in each such case, that the transferor and the transferee shall have complied with the following requirements:
Transfer of Commitment. If a Lender has not agreed to an extension, such Lender will, upon the request of the Borrower, transfer its Facility A Commitment to such other bank or financial institution specified by the Borrower that is willing to accept such transfer, and such transfer shall take effect on the Final Maturity Date for Facility A prior to the relevant extension.
Transfer of Commitment. 96 10.15 Laws . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . 96 10.16 Assignability to Federal Reserve Bank . . . . . . . . . . . . . . . . . . . . . . 96
Transfer of Commitment. Notwithstanding anything else herein to the contrary, any Bank, after receiving Borrower's prior written consent as to the identity of the assignee, which consent shall not be unreasonably withheld or delayed, may from time to time, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Commitments (and Loans made and Letters of Credit issued thereunder) (including the Bank's interest in this Agreement and the other Credit Documents) to any bank or other lending institution which in such assigning Bank's judgment is reasonably capable of performing the obligations of a Bank hereunder and reasonably experienced in project financing; provided, however, that no Bank (including any assignee of any Bank) may assign any portion of its Commitment (including Loans and Letters of Credit) of less than $10,000,000 (unless to another Bank) and provided, further, that assignments of any rights or obligations under any Letter of Credit shall require the consent of the LC Bank; provided, further, that any Bank may assign all or any portion of its Commitments to an Affiliate of such Bank. In the event of any such assignment, 107 122
Transfer of Commitment
