Common use of Transfers by Investors Clause in Contracts

Transfers by Investors. No Borrower nor Feeder Fund shall permit any Transfer by an Included Investor or Designated Investor therein unless explicitly permitted pursuant to this Section 9.5. The applicable Borrower or the applicable Feeder Fund, as applicable, shall notify the Administrative Agent of any Transfer by any Included Investor or Designated Investor therein of all or a portion of any interest in such Borrower or such Feeder Fund under the applicable Partnership Agreement at least five (5) Business Days before the proposed Transfer (or such shorter period as agreed to by the Administrative Agent in its sole and absolute discretion), and shall, promptly upon receipt thereof, deliver to the Administrative Agent copies of any proposed assignment agreement and other documentation delivered to, or required of such Investor by the applicable General Partner; provided that, subject to pro forma compliance with Section 3.5(b), the failure to deliver such notice shall not prohibit the Transfer of such interest (it being acknowledged and agreed that the transferee will not be an Included Investor or Designated Investor in accordance with the following sentence until the Administrative Agent has recovered all of the related transfer documents). In order for a new Investor to be deemed to be an Included Investor or Designated Investor in the applicable Fund Group, such new Investor must satisfy the criteria therefor as set out in this Credit Agreement. If the transfer of an Investor interest to a new Investor would result in a mandatory prepayment by the applicable Fund Group pursuant to Section 3.5(b) (due to the transferee not being designated as an Included Investor or Designated Investor therein or otherwise), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of the transfer and such prepayment shall be subject to Section 4.5. Subject to compliance with the preceding sentence and Section 9.5(b), any assignment by an Included Investor or Designated Investor in the applicable Fund Group shall be permitted. Any transfer of any interest in any Borrower or any Feeder Fund by any Investor that is not an Included Investor or a Designated Investor to any other Person shall be permitted without the consent of the Administrative Agent or Lenders, subject to compliance with Section 9.5(b).

Transfers by Investors. No Borrower nor Feeder Fund shall permit any Transfer by an Included Investor or Designated Investor therein unless explicitly permitted pursuant to this Section 9.5. The applicable Borrower or the applicable Feeder Fund, as applicable, Borrowers shall notify the Administrative Agent of any Transfer by any Included Investor or Designated Investor therein of all or a portion of any interest in such any Borrower or such Feeder Fund under the applicable Partnership Agreement Constituent Documents at least five (5) Business Days before the proposed Transfer (or such shorter period as agreed to by the Administrative Agent in its sole and absolute discretion)Transfer, and shall, promptly upon receipt thereof, deliver to the Administrative Agent copies of any proposed assignment agreement and other documentation delivered to, or required of such Investor by the applicable General PartnerBorrower; provided that, subject to pro forma compliance with Section 3.5(b), the failure to deliver such notice shall not prohibit the Transfer of such interest (it being acknowledged and agreed that the transferee will not be an Included Investor or Designated Investor in accordance with the following sentence until the Administrative Agent has recovered all of the related transfer documents). In order for a new Investor to be deemed to be an Included Investor or Designated Investor in the applicable Fund GroupInvestor, such new Investor must satisfy the criteria therefor as set out in this Credit Agreement. If the transfer of an Investor interest to a new Investor would result in a mandatory prepayment by the applicable Fund Group pursuant to Section 3.5(b) (due to the transferee not being designated as an Included Investor or Designated Investor therein or otherwise), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of the transfer and such prepayment shall be subject to Section 4.5. Subject to compliance with the preceding sentence and Section 9.5(b), any assignment by an Included Investor or Designated Investor in the applicable Fund Group shall be permitted. Any transfer of any interest in any Borrower or any Feeder Fund by any Investor that is not an non-Included Investor or a Designated Investor to any other Person shall be permitted without the consent of the Administrative Agent or Lenders, subject to compliance with Section 9.5(b).

Transfers by Investors. No Borrower nor any Feeder Fund shall permit any Transfer by an Included Investor or Designated Investor therein unless explicitly permitted pursuant to this Section 9.5. The applicable Borrower or the applicable Borrowers and any Feeder Fund, as applicable, Fund shall notify the Administrative Agent Bank of any Transfer by any Included Investor or Designated Investor therein of all or a portion of any interest in such any Borrower or such the applicable Feeder Fund under the applicable Partnership Agreement at least five (5) Business Days before the proposed Transfer (or such shorter period as agreed to by the Administrative Agent Bank in its sole and absolute discretion), and shall, promptly upon receipt thereof, deliver to the Administrative Agent Bank copies of any proposed assignment agreement and other documentation delivered to, or required of such Investor by the applicable General Partner; provided that, subject to pro forma compliance with Section 3.5(b), the failure to deliver such notice shall not prohibit the Transfer of such interest (it being acknowledged and agreed that the transferee will not be an Included Investor or Designated Investor in accordance with the following sentence until the Administrative Agent Bank has recovered all of the related transfer documents). In order for a new Investor to be deemed to be an Included Investor or Designated Investor in the applicable Fund GroupInvestor, such new Investor must satisfy the criteria therefor as set out in this Credit Agreement. If the transfer of an Investor interest to a new Investor would result in a mandatory prepayment by the applicable Fund Group pursuant to Section 3.5(b) (due to the transferee not being designated as an Included Investor or Designated Investor therein or otherwise), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of the transfer and such prepayment shall be subject to Section 4.5. Subject to compliance with the preceding sentence and Section 9.5(b), any assignment by an Included Investor or Designated Investor in the applicable Fund Group shall be permitted. Any transfer of any interest in any Borrower or any Feeder Fund by any Investor that is not an Included Investor or a Designated Investor to any other Person shall be permitted without the consent of the Administrative Agent Bank or Lenders, subject to compliance with Section 9.5(b).

Transfers by Investors. No transfer of any interest in a Borrower nor Feeder Fund by any Borrowing Base Investor to any other Person shall permit any Transfer by an Included be permitted without the consent of the Administrative Agent if, after giving effect to such transfer (and the exclusion of such Borrowing Base Investor from the Borrowing Base), a mandatory prepayment would result. If such consent is required, or Designated if the Borrowers desire to include the transferee Investor therein unless explicitly permitted pursuant to this Section 9.5. The be included as a Borrowing Base Investor, then the applicable Borrower or the applicable Feeder Fund, as applicable, shall notify the Administrative Agent of any Transfer by any Included Borrowing Base Investor or Designated Investor therein of all or a portion of any interest in such any Borrower or such Feeder Fund under the applicable Partnership Agreement Constituent Documents at least five (5) Business Days before the proposed Transfer (or such shorter period as agreed to by the Administrative Agent in its sole and absolute discretion)Transfer, and shall, promptly upon receipt thereof, deliver to the Administrative Agent copies of any proposed assignment agreement and other documentation delivered to, or required of such Borrowing Base Investor by by, the applicable General Partner; provided that, subject to pro forma compliance with Section 3.5(b), the failure to deliver such notice shall not prohibit the Transfer of such interest (it being acknowledged and agreed that the transferee will not be an Included Investor or Designated Investor in accordance with the following sentence until the Administrative Agent has recovered all of the related transfer documents)Borrower. In order for a new Investor to be deemed to be an Included Investor or Designated Investor in the applicable Fund Groupa Borrowing Base Investor, such new Investor must obtain the consent of the Administrative Agent and satisfy the criteria therefor as set out in this Credit Agreement. If the transfer of an Investor interest to a new Investor would result in a mandatory prepayment by the applicable Fund Group pursuant to Section 3.5(b) (due to the transferee not being designated as an Included a Borrowing Base Investor or Designated Investor therein or otherwise), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of the transfer and such prepayment shall be subject to Section 4.5. Subject to compliance with the preceding sentence and Section 9.5(b), any assignment by an Included Investor or Designated Investor in the applicable Fund Group shall be permitted. Any transfer No Transfer of any interest in any Borrower or any Feeder Fund by any Investor that is not an Included Investor or a Designated Investor to any other Person shall be permitted without the consent unless (i) such transferee is not on any OFAC list; and (ii) such Transfer will not result in any Borrower being in violation of the Administrative Agent or Lenders, subject to compliance with Section 9.5(b)9.14.

Transfers by Investors. No Borrower nor Feeder Fund shall permit any Transfer by an Included a Borrowing Base Investor or Designated Investor therein unless explicitly permitted pursuant to this Section 9.5. The applicable Borrower or the applicable Feeder Fund, as applicable, Borrowers shall notify the Administrative Agent of any Transfer by any Included Borrowing Base Investor or Designated Investor therein of all or a portion of any interest in such any Borrower or such Feeder Fund under the applicable Partnership Agreement Constituent Documents at least five (5) Business Days before the proposed Transfer (or such shorter period as agreed to by the Administrative Agent in its sole and absolute discretion)Transfer, and shall, promptly upon receipt thereof, deliver to the Administrative Agent copies of any proposed assignment agreement and other documentation delivered to, or required of such Investor by the applicable General PartnerBorrower; provided that, subject to pro forma compliance with Section 3.5(b), the failure to deliver such notice shall not prohibit the Transfer of such interest (it being acknowledged and agreed that the transferee will not be an Included Investor or Designated Investor in accordance with the following sentence until the Administrative Agent has recovered all of the related transfer documents). In order for a new Investor to be deemed to be an Included Investor, Specified Investor or Designated Investor in the applicable Fund GroupInvestor, as applicable, such new Investor must satisfy the criteria therefor as set out in this Credit Agreement. If the transfer of an Investor interest to a new Investor would result in a mandatory prepayment by the applicable Fund Group pursuant to Section 3.5(b) (due to the transferee not being designated as an Included a Borrowing Base Investor or Designated Investor therein or otherwise), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of the transfer and such prepayment shall be subject to Section 4.5. Subject to compliance with the preceding sentence and Section 9.5(b), any assignment by an Included a Borrowing Base Investor or Designated Investor in the applicable Fund Group shall be permitted. Any transfer of any interest in any Borrower or any Feeder Fund by any Investor that is not an Included Investor or a Designated non-Borrowing Base Investor to any other Person shall be permitted without the consent of the Administrative Agent or Lenders, subject to compliance with Section 9.5(b).

Transfers by Investors. No Borrower nor Feeder Fund The Credit Parties shall not permit any Transfer by an Included Investor or Designated Investor therein of any interest (including any Subscribed Interest) in a Fund Party unless explicitly permitted pursuant to this Section 9.5. The applicable Borrower or the applicable Feeder Fund, as applicable, Credit Parties shall notify the Administrative Agent of any such Transfer by any Included Investor or Designated Investor therein of all or a portion of any interest Subscribed Interest in such Borrower or such Feeder any Fund Party under the applicable Partnership Agreement Constituent Document at least five (5) Business Days before the proposed Transfer (or such shorter period as agreed to by the Administrative Agent in its sole and absolute discretion)) before the proposed Transfer, and shall, promptly upon receipt thereof, deliver to the Administrative Agent copies of any proposed assignment agreement and other documentation delivered to, or required of such Investor by by, the applicable Borrower or General Partner; provided that, subject to pro forma compliance with Section 3.5(b), the failure to deliver such notice shall not prohibit the Transfer of such interest (it being acknowledged and agreed that the transferee will not be an Included Investor or Designated Investor in accordance with the following sentence until the Administrative Agent has recovered all of the related transfer documents)as applicable. In order for a new Investor to be deemed to be an Included Investor or a Designated Investor in the applicable Fund GroupInvestor, such new Investor must satisfy the criteria therefor as set out in this Credit Agreement. If the transfer of an Investor interest a Subscribed Interest to a new Investor would result in a mandatory prepayment by the applicable Fund Group pursuant to Section 3.5(b) (due to the transferee not being designated as an Included Investor or a Designated Investor therein or otherwise), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of the transfer and such prepayment shall be subject to Section 4.54.6. Subject to compliance with the preceding sentence and Section 9.5(b9.5(c), any assignment by an Included Investor or Designated Investor in the applicable Fund Group shall be permitted. Any transfer of any interest Subscribed Interest in any Borrower or any Feeder Fund Party by any Investor that is not an non-Included Investor or a Designated Investor to any other Person shall be permitted without the consent of the Administrative Agent or Lenders, subject to compliance with Section 9.5(b9.5(c). Notwithstanding the foregoing no consent shall be required if the Transfer by any affiliated Investor is (a) made to (i) an Affiliate of such affiliated Investor or (ii) a family-related entity or trust established by such affiliated Investor and (b) otherwise complies with this Section 9.5(a).

Transfers by Investors. No Borrower nor Feeder Fund shall permit any Transfer by an Included a Borrowing Base Investor or Designated Investor therein unless explicitly permitted pursuant to this Section 9.5. The applicable Borrower or the applicable Feeder Fund, as applicable, Borrowers shall notify the Administrative Agent of any Transfer by any Included Borrowing Base Investor or Designated Investor therein of all or a portion of any interest in such any Borrower or such Feeder Fund under the applicable Partnership Agreement Constituent Documents at least five (5) Business Days before the proposed Transfer (or such shorter period as agreed to by the Administrative Agent in its sole and absolute discretion)Transfer, and shall, promptly upon receipt thereof, deliver to the Administrative Agent copies of any proposed assignment agreement and other documentation delivered to, or required of such Investor by the applicable General PartnerBorrower; provided that, subject to pro forma compliance with Section 3.5(b), the failure to deliver such notice shall not prohibit the Transfer of such interest (it being acknowledged and agreed that the transferee will not be an Included Investor or Designated Investor in accordance with the following sentence until the Administrative Agent has recovered all of the related transfer documents). In order for a new Investor to be deemed to be an Included Investor, Specified Investor or Designated Investor in the applicable Fund GroupInvestor, as applicable, such new Investor must satisfy the criteria therefor as set out in this Credit Agreement. If the transfer of an Investor interest to a new Investor would result in a mandatory prepayment by the applicable Fund Group pursuant to Section 3.5(b) (due to the transferee not being designated as an Included a Borrowing Base Investor or Designated Investor therein or otherwise), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of the transfer and such prepayment shall be subject to Section 4.5. Subject to compliance with the preceding sentence and Section 9.5(b), any assignment by an Included a Borrowing Base Investor or Designated Investor in the applicable Fund Group shall be permitted. Any transfer of any interest 87 in any Borrower or any Feeder Fund by any Investor that is not an Included Investor or a Designated non-Borrowing Base Investor to any other Person shall be permitted without the consent of the Administrative Agent or Lenders, subject to compliance with Section 9.5(b).