Transferor Bank Sample Clauses

Transferor Bank. 5.1 warrants to the Transferee Bank that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so; 5.2 warrants to the Transferee Bank that this Transfer Certificate is binding on the Transferor Bank under the laws of England, the country in which the Transferor Bank is incorporated and the country in which its lending office is located; and 5.3 agrees that it will, at its own expense, execute any documents which the Transferee Bank reasonably requests for perfecting in any relevant jurisdiction the Transferee Bank’s title under this Transfer Certificate or for a similar purpose.

Transferor Bank warrants to the Transferee Bank that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;

Transferor Bank. 8.1 warrants to the Transferee Bank and each Relevant Party that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so; and 8.2 undertakes with the Transferee Bank that it will, at its own expense, execute any documents which the Transferee Bank reasonably requests for perfecting in any relevant jurisdiction the Transferee Bank’s title under this Transfer Certificate or for a similar purpose.

Transferor Bank. By: [—] Dated: [—] By: [—] Dated: [—] Agent (for and on behalf of itself and for every other Relevant Party) By: [—] Dated: [—] Note: The execution of this Transfer Certificate alone may not transfer a proportionate share of the Transferor Bank’s interest in the security constituted by the Finance Documents in the Transferor Bank’s or Transferee Bank’s jurisdiction. It is the responsibility of each individual Bank to ascertain whether any other documents are required to perfect a transfer of such a share in the Transferor Bank’s interest in such security in any such jurisdiction, and, if so, to seek appropriate advice and arrange for execution of the same. To: ING Bank N.V., London Branch as Issuing Bank From: [—] Date: [—] £90,000,000 Credit Agreement dated [•], 2008 (the Agreement)

Transferor Bank. By: [—] Dated: [—] By: [—] Dated: [—] By: [—] Dated: [—] Note: The execution of this Transfer Certificate alone may not transfer a proportionate share of the Transferor Bank’s interest in the Security constituted by the Finance Documents in the Transferor Bank’s or Transferee Bank’s jurisdiction. It is the responsibility of each individual Bank to ascertain whether any other documents are required to perfect a transfer of such a share in the Transferor Bank’s interest in such Security in any such jurisdiction, and, if so, to seek appropriate advice and arrange for execution of the same. SCHEDULE 4 FORM OF LETTER OF CREDIT To: The Society and the Council of Lloyd’s c/o The Manager, Market Services Fidentia House Xxxxxx Xxxxx Xxx Xxxxxxx Xxxxxxxx Xxxxxxx Xxxx XX0 4RN Dated [—] Dear Sirs:

Transferor Bank has made arrangements with Purchasing Bank with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by Transferor Bank to such Purchasing Bank of any fees heretofore received by Transferor Bank pursuant to the Loan Agreement prior to the Transfer Effective Date and (ii) the portion, if any, to be paid, and the date or dates for payment, by such Purchasing Bank to Transferor Bank of fees or interest received by such Purchasing Bank pursuant to the Loan Agreement from and after the Transfer Effective Date. (a) All principal payments that would otherwise be payable from and after the Transfer Effective Date to or for the account of Transferor Bank pursuant to the Loan Agreement and the Notes shall, instead, be payable to or for the account of Transferor Bank and Purchasing Bank, as the case may be, in accordance with their respective interests as reflected in this Assignment. (b) All interest, fees and other amounts that would otherwise accrue for the account of Transferor Bank from and after the Transfer Effective Date pursuant to the Loan Agreement and the Notes shall, instead, accrue for the account of, and be payable to, Transferor Bank and Purchasing Bank, as the case may be, in accordance with their respective interests as reflected in this Assignment. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date was included in the Purchase Price paid by any Purchasing Bank, Transferor Bank and Purchasing Bank will make appropriate arrangements for payment by Transferor Bank to such Purchasing Bank of such amount upon receipt thereof from Borrowers. (a) Concurrently with the execution and delivery hereof, Transferor Bank will provide to Purchasing Bank conformed copies of the Loan Agreement and all related documents delivered to Transferor Bank. (b) Two (2) Business Days after the Transfer Effective Date, (i) Transferor Bank shall deliver to the Agent its Notes and (ii) Borrowers shall deliver to Agent new Notes for Purchasing Bank in the principal amount reflecting, in accordance with the Loan Agreement, its Commitment Percentage. The new Notes shall be dated the Transfer Effective Date and shall state that they are delivered in substitution for the Notes executed for Transferor Bank. Promptly after the Transfer Effective Date, Agent will send to the Purchasing Bank its new Notes and the Agent will surrender the superseded Notes in exchange therefor to Borrowers, marked "Ca...