Transfers by the Bank. The Bank may at any time at its own discretion and without the Borrower’s consent being required, transfer and/or assign its rights and duties in relation to and/or arising from this Agreement to any Israeli banking corporation as defined at the relevant time in the Banking Licensing Law, 5741-1981 and/or to any Israeli insurer as defined at the relevant time in the Insurance Business (Control) Law, 5741 - 1981 and/or to any Israeli provident or pension funds as defined at the relevant time in the Control Of Financial Services Law (Provident Funds), 5765 – 2005, subject to the fulfilment of all of the following conditions: (i) the Bank remains the facility manager of the Credit Facilities and the entire operation of the Credit Facilities will remain with the Bank; (ii) such transfer and/or assignment will not cause the Borrower to be required to pay additional amounts pursuant to Section 10 (Taxes); (iii) the Bank will remain at all times the lender of more than 50% of the Credit Facilities; and (iv) such transfer and/or assignment will not otherwise prejudice the rights and privileges of the Borrower under this Agreement. Subject to the foregoing, such transfer or assignment may be effected in any way the Bank or any subsequent transferor or assignor deems fit. The Borrower will effect any act that will be required by the Bank in order to render fully effective and binding such transfer or assignment, provided that the Borrower shall not be required to bear any costs or expenses as a result of such transfer or assignment.
Transfers by the Bank. The following will apply:
Transfers by the Bank. The Bank may freely assign, transfer or otherwise create a Security Interest over any or all of its rights and/or any or all of its obligations under any Finance Document. To the extent necessary, the Borrower hereby unconditionally and irrevocably agrees in advance to cooperate with and in advance approves any assignment, transfer or the creation of any Security Interest in accordance with this Clause.
Transfers by the Bank. (a) The Bank may freely assign or transfer any or all of its rights and/or any or all of its obligations under any Finance Document to any other bank, financial institution, trust, fund or other entity that is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (but excluding any distressed investments), provided the assignee or transferee is a Swiss Qualifying Bank or, subject to paragraph (b) below, an Affiliate of the Bank. For the avoidance of doubt, the Bank may not make any transfer or assignment to any Person that is a trade competitor of a member of the Group in any of the activities of that member of the Group or to any Person that is not a Swiss Qualifying Bank (other than, subject to paragraph (b) below, any Affiliate of the Bank) without the prior written consent of the Borrower. It shall not be unreasonable for the Borrower to withhold its consent if a transfer or assignment would result in a breach of the Swiss 10 Non-Bank Rule and/or of the Swiss 20 Non-Bank Rule.
Transfers by the Bank. (A) The Bank may, subject to paragraph (B) below at any time assign or transfer any of its Commitments and/or its rights and/or obligations under this Agreement to another bank or financial institution or EKN (the New Bank). If the Bank should assign any of its rights and obligations according to this Clause 22.2, an amended and restated agreement on the same terms but reflecting the requirement for agency provisions and several lenders shall be entered into in replacement of this Agreement if the Bank so requires.
Transfers by the Bank. Other than pursuant to Clause 5.5 or Clause 9.2 (Transfers and Deemed Collections), the Bank will not, without the prior written consent of the Obligors (which consent shall not be unreasonably withheld), enter into any assignment or transfer or subrogation of any description with any person (or purport or agree to do so) of any Transferred Receivable or any Related Security or Related Rights." Save as stated herein the Master Agreement shall remain unamended and in full force and effect. The Master Agreement will be amended as set out above upon your countersignature of this letter. Please confirm your agreement to the amendments referred to above by countersigning the enclosed copy of this letter where indicated and returning it to us. This letter shall be governed by Dutch law. Yours faithfully /s/ Xxxx Xxxxxxx --------------------------- SOCIETE GENERALE BANK NEDERLAND N.V. Accepted and agreed /s/ Joop Van Der Haar --------------------------- MATTEL INTERNATIONAL HOLDINGS B.V. /s/ Joop Van Der Haar --------------------------- MATTEL FRANCE S.A. /s/ Joop Van Der Haar --------------------------- MATTEL GmbH
Transfers by the Bank. (a) The Bank may, subject to paragraph (b) below, at any time assign, transfer or novate any of the Commitment and/or any of its rights and/or obligations under this Agreement to another bank or financial institution (the "NEW BANK").
Transfers by the Bank. The Bank may assign any or all of its rights, interests and obligations under and in respect of this Deed to any person.
Transfers by the Bank. (a) The Bank may only assign or transfer this Agreement, at any time, in full or in part, to another Qualified Bank following the Beneficiary’s written consent (which may not be unreasonably refused or delayed and which shall be deemed to be given if not expressly refused within 15 (fifteen) Business Days of the request).
Transfers by the Bank. (a) Subject to paragraph (b) and paragraph (c) below, the Bank may not freely assign or transfer any or all of its obligations under any Finance Document without prior written consent of the Borrower (which shall not be unreasonably withheld), and any such consent of the Borrower shall be deemed to have been given following 5 Business Days’ of request by the Bank.
