Transfers of Loan Notes Sample Clauses

Transfers of Loan Notes. 4.4.1 Save for the initial transfer of any Loan Note from any Loan Note Holder by way of security assignment to a Note Trustee or its nominee in respect of the Associated Debt incurred in respect of such Series, no transfer of any Loan Note shall be effective and no Loan Note shall be subjected to any Encumbrance except in accordance with this Clause 4.4 (unless specified otherwise in any Loan Note Supplement). Any Loan Note Holder may make a transfer of the whole (but not any part) of its Loan Note or create or grant any Encumbrance in respect of such Loan Note only with the prior written consent of the Security Trustee and the Transferor (such consent not to be withheld unreasonably), provided, however, that no such transfer or Encumbrance will be permitted unless (i) (a) the Loan Note Issuer shall have received and shall have provided copies thereof to the Security Trustee and the Transferor, prior to such transfer or Encumbrance taking effect, written confirmation from the person to whom such transfer is to be made, or in whose favour such Encumbrance is to be granted or created, that such transfer or Encumbrance will not cause the holder of the relevant Loan Note to be a person other than a company within the charge to UK corporation tax; (b) the Loan Notes are "listed on a recognised stock exchange" for the purposes of section 987 of the Income Tax Xxx 0000; or (c) the Loan Note Issuer shall have received and shall have provided copies thereof to the Security Trustee and the Transferor, prior to such transfer or Encumbrance taking effect, legal opinions (in form and substance satisfactory to the Loan Note Issuer, acting reasonably) from legal advisors of recognised standing in such jurisdictions as may be required by the Loan Note Issuer that such transfer or Encumbrance would not result in the Loan Note Issuer being under an obligation to make a withholding or deduction for or on account of Tax in respect of the Loan Notes; (ii) the Loan Note Holder making such transfer or subjecting the Loan Note to such Encumbrance shall be solely responsible for any costs, expenses or taxes (including, without limitation, Stamp Duties) which are incurred by the Loan Note Issuer, the Security Trustee, the Transferor, the Loan Note Holder or any other person in relation to such transfer or Encumbrance; and (iii) such transfer or Encumbrance would not result in the Loan Note Issuer being under an obligation to make a withholding or deduction for or on account of Tax...
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Transfers of Loan Notes. 9.1 A Noteholder may only transfer all or part of his holding of Loan Notes with the prior written consent of the Company which can be given or withheld at its absolute discretion without giving any reasons therefor and on such terms as shall be agreed between the relevant Noteholder, his proposed transferee and the Company (a "PERMITTED TRANSFER").
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Transfers of Loan Notes. 4.4.1 Save for the initial transfer of a Loan Note from the Loan Note Holder under a Series to the Note Trustee or its nominee for such Series, no transfer of the Loan Note of a Series shall be effective and no Loan Note of a Series shall be subjected to any Encumbrance except in accordance with this Clause 4.4 (unless specified otherwise in any Loan Note Supplement). Any Loan Note Holder may make a transfer of the whole (but not any part) of its Loan Note or create or grant any Encumbrance in respect of such Loan Note only with the prior written consent of the Security Trustee and the Transferor Beneficiary (such consent not to be withheld unreasonably) PROVIDED HOWEVER, that no such transfer or CONFORMED COPY Encumbrance will be permitted unless (i) the Loan Note Issuer shall have received, prior to such transfer or Encumbrance taking effect, written confirmation from the Person to which such transfer is to be made or in whose favour such Encumbrance is to be granted or created that such transfer or Encumbrance will not cause the holder of the relevant Loan Note to be a person other than a company resident for United Kingdom tax purposes in the United Kingdom, (ii) the Loan Note Holder making such transfer or subjecting the Loan Note to such Encumbrance shall be solely responsible for any costs, expenses or taxes which are incurred by Loan Note Issuer, the Loan Note Holder or any other Person in relation to such transfer or Encumbrance, and (iii) such transfer is not made to any person resident in Jersey for Jersey income tax purposes other than a financial institution acting in the ordinary course of its business.
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Related to Transfers of Loan Notes

  • Term Loan Notes If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to SECTION 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Company's receipt of such notice) a Term Loan Note or Notes to evidence such Lender's Term Loan.

  • Revolving Loan Notes The Revolving Loans made by the Lenders to a Borrower shall be evidenced, upon request by any Lender, by a promissory note of such Borrower payable to each Lender in substantially the form of Exhibit 2.7(a) hereto (the “Revolving Loan Notes”) and in a principal amount equal to the amount of such Lender’s Commitment Percentage of the Revolving Loan Commitment as originally in effect.

  • Requests for Revolving Credit Loans Except with respect to the initial Revolving Credit Loan on the Closing Date, the Borrower shall give to the Agent written notice executed by an Authorized Officer in the form of Exhibit G hereto (or telephonic notice confirmed in writing in the form of Exhibit G hereto) of each Revolving Credit Loan requested hereunder (a “Loan Request”) by 11:00 a.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date with respect to Revolving Credit Base Rate Loans and two (2) Business Days prior to the proposed Drawdown Date with respect to Revolving Credit LIBOR Rate Loans. Each such notice shall specify with respect to the requested Revolving Credit Loan the proposed principal amount of such Revolving Credit Loan, the Type of Revolving Credit Loan, the initial Interest Period (if applicable) for such Revolving Credit Loan and the Drawdown Date. Each such notice shall also contain (i) a general statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of §2.9) and (ii) a certification by the chief financial officer or chief accounting officer of Parent Company that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making and use of such Revolving Credit Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Revolving Credit Lenders thereof. Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the Revolving Credit Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrower from seeking recourse against any Revolving Credit Lender that fails to advance its proportionate share of a requested Revolving Credit Loan as required by this Agreement. Each Loan Request shall be (a) for a Revolving Credit Base Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof; or (b) for a Revolving Credit LIBOR Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof; provided, however, that there shall be no more than five (5) Revolving Credit LIBOR Rate Loans outstanding at any one time.

  • Swingline Note The Swingline Loans shall be evidenced by a duly executed promissory note of the Borrower to the Swingline Lender in the original amount of the Swingline Committed Amount and substantially in the form of Schedule 2.3(d).

  • Requests for Revolving Loans Not later than 10:00 a.m. Eastern time at least one (1) Business Day prior to a borrowing of Revolving Loans that are to be Base Rate Loans and not later than 10:00 a.m. Eastern time at least three (3) Business Days prior to a borrowing of Revolving Loans that are to be LIBOR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Borrowing. Each Notice of Borrowing shall specify the aggregate principal amount of the Revolving Loans to be borrowed, the date such Revolving Loans are to be borrowed (which must be a Business Day), the use of the proceeds of such Revolving Loans, the Type of the requested Revolving Loans, and if such Revolving Loans are to be LIBOR Loans, the initial Interest Period for such Revolving Loans. Each Notice of Borrowing shall be irrevocable once given and binding on the Borrower. Prior to delivering a Notice of Borrowing, the Borrower may (without specifying whether a Revolving Loan will be a Base Rate Loan or a LIBOR Loan) request that the Administrative Agent provide the Borrower with the most recent LIBOR available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter.

  • Correction of Loan Documents Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties.

  • The Revolving Credit Notes The Revolving Credit Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (each a "Revolving Credit Note"), dated as of the Closing Date and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment or, if less, the outstanding amount of all Revolving Credit Loans made by such Bank, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made, at or about the time of the Drawdown Date of any Revolving Credit Loan or at the time of receipt of any payment of principal on such Bank's Revolving Credit Note, an appropriate notation on such Bank's Record reflecting the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Revolving Credit Loans set forth on such Bank's Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note when due.

  • Borrowing Procedures Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

  • Servicing of Loans The servicing, administering and collection of the Loans shall be conducted by the Servicer then authorized to act as such under the Sale and Servicing Agreement.

  • Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 5.8.1 [Increased Costs Generally] or 5.8.2 [Capital Requirements] and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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