Assignment by a Lender. (a) This Agreement shall be binding upon and inure to the benefit of Borrower, Agent, each Lender, all future holders of the Loans and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Agent and each Lender.
(b) Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Loans to other financial institutions (each such transferee or purchaser of a participating interest, a "Transferee"). Each Transferee may exercise all rights of payment (including without limitation rights of set-off) with respect to the portion of such Loans held by it or other Obligations payable hereunder as fully as if such Transferee were the direct holder thereof provided that Borrower shall not be required to pay to any Transferee more than the amount which it would have been required to pay to the Lender which granted an interest in its Loans or other Obligations payable hereunder to such Transferee had such Lender retained such interest in the Loans hereunder or other Obligations payable hereunder and in no event shall Borrower be required to pay any such amount arising from the same circumstances and with respect to the same Loans or other Obligations payable hereunder to both such Lender and such Transferee. Borrower hereby grants to any Transferee a continuing security interest in any deposits, moneys or other property actually or constructively held by such Transferee as security for the Transferee's interest in the Loans.
(c) Any Lender may sell, assign or transfer all or any part of its rights under this Agreement and the Ancillary Agreements to one or more additional banks or financial institutions which are able to make Loans with the prior written consent of Agent and Borrower which consent shall not be unreasonably withheld, provided that Borrower shall have no right to consent to any such sale or assignment (i) upon the occurrence and during the continuance of an Event of Default and (ii) from a Lender to an Affiliate of such Lender, and one or more of such additional banks or financial institutions may commit to make Loans hereunder (each a "Purchasing Lender"), pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording. Upon such execution...
Assignment by a Lender. Any Lender may assign its interest in the Credit Facilities and in the Loan Documents with the consent of the Borrower and the Agent, which consent shall not be unreasonably withheld or delayed. If an assigning Lender intends to retain a portion of its Commitments, such assignment shall only be permitted if it retains Commitments equal to not less than $10,000,000, and the Commitments of the assignee are not less than $10,000,000. The consent of the Borrower to an assignment is not required upon the occurrence and during the continuance of a Default or Event of Default. In order for any such assignment to be effective, notice of such assignment, together with the particulars of any outstanding Secured Hedge Transactions to which such Lender is party (which particulars are satisfactory to the Agent, acting reasonably), must be given to the Agent accompanied by payment by the assignor to the Agent of an administrative fee of [Redacted].
Assignment by a Lender. Subject to Clause 28.2 (Consent from the Lenders), a Lender (the "Existing Lender") may at any time assign, transfer or have assumed all or part of its rights or obligations under the Finance Documents (a "Transfer") to another bank or financial institution (the "New Lender").
Assignment by a Lender. A Lender may assign its rights under this Agreement in whole or part. Neither the Agent nor any Lender will be obliged to treat any person to whom a Lendxx xxxes an assignment as an assignee until that person:
(A) agrees that it will be under the same obligations as it would have been if it had been a party to the Agreement; and
(B) agrees to pay to the Agent the fee mentioned in Clause 25.3(B).
Assignment by a Lender. A Lender may assign to a Qualifying Lender in whole or in part its rights under this Agreement (any Commitment to be assigned must be in whole multiples of L.5,000,000) if it obtains the written consent of the Borrower in advance, except that the Borrower's consent is not needed for an assignment to an Affiliate of a Lender which is a Qualifying Lender or to any Qualifying Lender if there is an outstanding Event of Default. The Borrower may not refuse or delay giving its consent unreasonably. Neither the Agent nor any Lender will be obliged to treat any person to whom a Lender makes an assignment as an assignee until that person:
(A) agrees that it will be under the same obligations as it would have been if it had been a party to the Agreement; and
(B) agrees to pay to the Agent the fee mentioned in Clause 28.3(A).
Assignment by a Lender. A Lender may assign in whole or in part its rights under this Agreement if (i) at the same time the proposed assignee assumes the whole or (as the case may be) the relevant part of the Lender's obligations under this Agreement to the satisfaction (acting reasonably) of the Agent and the Borrower and (ii) it obtains the written consent of the Borrower in advance. The Borrower agrees that it will not unreasonably withhold this consent. If the Borrower does not reply to a written request for consent within 10 Business Days it will be treated as having given its consent. No consent is required where the assignment:
(A) is to another Lender;
(B) is to an affiliate or Subsidiary or Holding Company of the assignor;
(C) occurs when there is an outstanding Termination Event; or
(D) is part of the syndication process arranged by the Co-arrangers. The principal amount to be assigned must equal or exceed the minimum assignment amount described in Clause 24.7 and following the assignment each Lender must satisfy the minimum hold requirement described in Clause 24.6. Neither the Agent nor any Lender will be obliged to treat any person to whom a Lender makes an assignment as an assignee until that person agrees to pay to the Agent the fee mentioned in Clause 24.3((C)). The restrictions on minimum assignment amounts and minimum hold requirements described in this sub-clause do not apply to assignments by a Lender to an affiliate, Subsidiary or Holding Company of that Lender (as long as they are not granted in contemplation of that affiliate, Subsidiary or Holding Company ceasing to be an affiliate, Subsidiary or Holding Company of that Lender). Any subsequent assignee of that affiliate, Subsidiary or Holding Company must satisfy the minimum hold requirements of Clause 246. The restriction on minimum assignment amounts does not apply to assignments by a Lender to another Lender.
Assignment by a Lender. Any Lender may assign its interest in either of the Credit Facilities and in the Loan Documents with the consent of the Borrower and the Agent, which consent shall not be unreasonably withheld or delayed. No assignment shall be permitted unless the Individual Commitment Amount of the assigning Lender, if it retains any interest as a Lender, is not less than $5,000,000, the Individual Commitment Amount of the assignee is not less than $5,000,000 and the assignee is a resident of Canada for the purposes of the Income Tax Act, provided that the consent of the Borrower to an assignment is not required, and such Lender may assign to an assignee who is not a resident of Canada for the purposes of the Income Tax Act, upon the occurrence and during the continuance of an Event of Default. In order for any such assignment to be effective, notice of such assignment, together with the particulars of any outstanding Lender Risk Management Transactions to which such Lender is party (which particulars are satisfactory to the Agent, acting reasonably), must be given to the Agent accompanied by payment by the assignor to the Agent of an administrative fee of $5,000.
Assignment by a Lender. A Lender may assign or transfer all or any of its rights or obligations under the Transaction Documents at any time if:
(a) it complies with the requirements set out in clause 25.9;
(b) any necessary prior Authorisation is obtained; and
(c) the Borrower has given its prior consent, which shall not be unreasonably withheld or delayed, which will be deemed to have been given if no response is received within 30 days of the request for consent and which shall not be required if an Event of Default has occurred and is subsisting.
Assignment by a Lender. Subject to Clauses 18.2 and 18.3, a Lender (the “Existing Lender”) may at any time assign or transfer all or part of its rights or obligations under the Finance Documents (a “Transfer”) to another Lender, bank or financial institution (the “New Lender”). Each Transfer must be for a minimum amount of USD 5,000,000. The Existing Lender and the New Lender shall execute and deliver to the Agent a transfer certificate to the Agent in the form set out in Exhibit 3 hereto. Notwithstanding the Lenders’ rights under this Clause 18, the Lenders have no current intention of syndicating the Facility.
Assignment by a Lender. Any Lender may assign its interest in the Credit Facility and in the Loan Documents with the consent of the Borrower and the Agent, which consent shall not be unreasonably withheld or delayed. No assignment shall be permitted unless the Individual Commitment Amount of the assigning Lender, if it retains any interest as a Lender, is not less than $10,000,000, the Individual Commitment Amount of the assignee is not less than $10,000,000 and the assignee is a resident of Canada for the purposes of the Income Tax Act, provided that the consent of the Borrower to an assignment is not required, and such Lender may assign to an assignee who is not a resident of Canada for the purposes of the Income Tax Act, upon the occurrence and during the continuance of an Event of Default. In order for any such assignment to be effective, notice of such assignment, together with the particulars of any -100- Execution Form CAL_LAW\ 1265540\5 outstanding Lender Risk Management Transactions to which such Lender is party (which particulars are satisfactory to the Agent, acting reasonably), must be given to the Agent accompanied by payment by the assignor to the Agent of an administrative fee of $5,000.
