Sales and Transfers by Noteholder to a Lender Transferee Clause Samples

This clause governs the process by which a noteholder may sell or transfer their interest in a note to a lender transferee. It typically outlines the conditions under which such a transfer is permitted, such as requiring the transferee to meet certain qualifications or to agree to be bound by the terms of the original note agreement. By establishing clear procedures and requirements for these transactions, the clause ensures that all parties understand how ownership interests can change hands, thereby maintaining the integrity of the agreement and minimizing disputes over unauthorized transfers.
Sales and Transfers by Noteholder to a Lender Transferee. Notwithstanding subsection(a) above, the Lender may at any time sell or otherwise transfer to one or more transferees all or a portion of the Note(s) to a Person that is (i) an Affiliate of the Lender (a “Lender Affiliate”) or (ii) a trust or other custodial arrangement established by the Lender or a Lender Affiliate, the owners of any beneficial interest in which are limited to “qualified institutional buyers” as defined in Rule 144A promulgated under the 1933 Act (each, a “Lender Transferee”). From and after the date of such sale or transfer, Bank of America, N.A. (and its successors) shall continue to have all of the rights of the Lender hereunder and under the other Related Documents as if no such transfer or sale had occurred; provided, however, that (A) no such sale or transfer referred to in clause (b)(i) or (b)(ii) hereof shall in any way affect the obligations of the Lender hereunder, (B) any such sale or transfer referred to in clause (b)(i) or (b)(ii) hereof shall be in a minimum amount of $5,000,000, (C) the Borrower shall be required to deal only with the Lender with respect to any matters under this Agreement and (D) in the case of a sale or transfer referred to in clause (b)(i) or (b)(ii) hereof, only the Lender shall be entitled to enforce the provisions of this Agreement against the Borrower. Upon the request of the Borrower, the Lender shall provide the addresses and related information with respect to the Lender Transferee to the Borrower.
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Sales and Transfers by Noteholder to a Lender Transferee. Notwithstanding subsection (a) above, the Lender may at any time sell or otherwise transfer to one or more transferees all or a portion of the Note(s) to a Person that is (i) an Affiliate of the Lender (a “Lender Affiliate”) or (ii) a trust or other custodial arrangement established by the Lender or a Lender Affiliate, the owners of any beneficial interest in which are limited to “qualified institutional buyers” as defined in Rule 144A promulgated under the 1933 Act (each, a “Lender Transferee”). From and after the date of such sale or transfer, ▇▇▇▇▇ Fargo Municipal Capital Strategies, LLC (and its successors) shall continue to have all of the rights of the Lender hereunder and under the other Related Documents as if no such transfer or sale had occurred; provided, however, that (A) no such sale or transfer referred to in clause (b)(i) or (b)(ii) hereof shall in any way affect the obligations of the Lender hereunder, (B) the Borrower shall be required to deal only with the Lender with respect to any matters under this Agreement and (C) in the case of a sale or transfer referred to in clause (b)(i) or (b)(ii) hereof, only the Lender shall be entitled to enforce the provisions of this Agreement against the Borrower. Upon the request of the Borrower, the Lender shall provide the addresses and related information with respect to the Lender Transferee to the Borrower. Anything herein to the contrary notwithstanding, including without limitation Section 8.23 hereof, if any Lender Transferee shall incur increased costs or capital adequacy requirements as contemplated by Section 8.23 hereof, and such increased costs or capital adequacy requirements are greater than those that the Lender would have incurred had it not sold or otherwise transferred all or a portion of a Note to such Lender Transferee provided for in this Section 8.19(b)), then the Borrower shall not be obligated to pay to such Lender Transferee any portion of the cost greater than that which the Borrower would have paid under the provisions of Section 8.23 hereof had the Lender not sold or otherwise transferred all or a portion of such Note to a Lender Transferee
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Sales and Transfers by Noteholder to a Lender Transferee. Without limitation of the foregoing generality, a Noteholder may at any time sell or otherwise transfer to one or more transferees all or a portion of its interest in an Electric System Note or a Water System Note to a Person that is (i) a Lender Affiliate or (ii) a trust or other custodial arrangement established by the Lender or a Lender Affiliate, the owners of any beneficial interest in which are limited to “qualified institutional buyers” as defined in Rule 144A promulgated under the 1933 Act (each, a “Lender Transferee”). From and after the date of such sale or transfer, ▇▇▇▇▇ Fargo Bank, National Association (and its successors) shall continue to have all of the rights of the Lender hereunder and under the other Financing Documents as if no such transfer or sale had occurred; provided,
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Related to Sales and Transfers by Noteholder to a Lender Transferee

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period therefor and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.