TRANSFER OF PARTNERSHIP INTEREST OR CAPITAL STOCK Clause Samples

TRANSFER OF PARTNERSHIP INTEREST OR CAPITAL STOCK. Borrower shall not permit the transfer of the Partnership Interest of any Partner without the consent of Administrative Agent acting alone, which consent shall not be unreasonably withheld. Guarantor shall not permit the transfer of the Capital Stock of any Shareholder without the consent of Administrative Agent acting alone, which consent shall not be unreasonably withheld. Any transfer of a Partnership Interest by an Included Investor, or the Capital Stock by an Included Investor, other than a transfer: (i) to another Included Investor or its Affiliate; (ii) to an Affiliate or the Credit Provider of such Included Investor; (iii) to a successor trust or trustee; (iv) by virtue of a merger; in each case where the transferee entity has an equal or higher Rating than that of the transferor (and, in the case of an ERISA Investor, a Minimum Funding Ratio meeting the Applicable Requirement, or in the case of a Bank Holding Company, Adequately Capitalized status); or (v) as otherwise permitted by such Investor's Investor Letter; shall also require the consent of the Required Lenders.