Assignments and transfers by Lenders participations and sub-participations
(a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time:
(i) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), to any other person (the New Lender).
(b) Unless the Company and the Facility Agent otherwise agree, an assignment of a part of its rights and a transfer of part of its rights and obligations under this Agreement by an Existing Lender must be in a minimum amount of €2,500,000.
(c) Other than as set out in paragraph (d) below, the consent of the Company is not required for any assignment or transfer pursuant to this Clause 31.
(d) A transfer of rights and obligations by any Existing Lender under the Revolving Credit Facility shall not be made without the consent of the Company. The consent of the Company to a transfer of rights and obligations by any Existing Lender under the Revolving Credit Facility must not be unreasonably withheld or delayed, provided that the Existing Lender has disclosed the identity of the New Lender to the Company in its request for the consent of the Company. The Company will be deemed to have given its consent to a transfer of rights and obligations by any Existing Lender under the Revolving Credit Facility 10 Business Days after the Existing Lender has requested it, unless consent is expressly refused by the Company within that time. The consent of the Company is not required if the New Lender is another Lender or an Affiliate of a Lender or an Event of Default has occurred.
(e) An assignment will only be effective on receipt by the Facility Agent of written confirmation by the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender.
(f) No Lender may transfer any of its Commitment in whole or in part unless it rateably transfers its rights resulting from its participation in any related existing Loans of the same designation as the Commitment.
(g) Any transfer shall be effective only if the procedures set out in Clause 31.3 below are complied with.
(h) Unless the Facility Agent otherwise agrees, the New Lender to whom rights and obligations are to be transferred must pay to the Facility Agent for its own account, on or before the Transfer Date (as defined in Clause 31.3 below), a fee of €2,500.
(i) Notwithstanding the provisions of thi...
Assignments and transfers by Lenders. Subject to the following provisions of this Clause, a Lender (the Existing Lender) may at any time:
(a) assign any of its rights; or
(b) transfer by way of novation any of its rights or obligations under this Agreement, to any other bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender).
Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any Lender (the "Assignor") may at any time assign or otherwise transfer all or any part of its rights or obligations under this Agreement and any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitments.
(b) A transfer of obligations shall not be effective until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and (ii) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance").
(c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, the consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the result...
Assignments and transfers by Lenders. (a) Subject to Clause 27.5 but without further cost to the Owner, a Lender (the Existing Lender) may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or other financial institution or other entity which is regularly engaged in or established for the purpose of making, issuing, purchasing or investing in loans, securities and other financial assets (the New Lender).
(b) Any Eksportfinans Lender may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to GIEK.
(c) The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The Facility Agent must promptly notify the Existing Lender and the New Lender if there are any such requirements.
(d) A transfer of obligations will be effective only if the obligations are novated in accordance with the following provisions of this Clause 27.
(e) On the transfer becoming effective in this manner, the relevant Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.
(f) Any reference in the Finance Documents to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance Documents.
(g) The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of this Clause 27.
(h) Each Lender agrees not to effect any assignment or transfer under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its equivalent rights and/or obligations under the Sister Loan Agreement.
Assignments and transfers by Lenders. The provisions of this Agreement shall be binding upon and inure to the benefit of the Lenders and their respective successors and assigns. A Lender may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Lender to such person, provided that such Lender complies with all laws applicable thereto and the provisions of the Loan Agreement and the Loan Documents and provides written notice of assignment to the Company promptly after such assignment is effected, and such person agrees in writing to be bound by all of the provisions contained herein.
Assignments and transfers by Lenders. (a) The Guarantor consents to any assignment, transfer, novation or change in Facility Office made by a Lender under the Credit Agreement.
(b) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Credit Agreement and its Commitment has been cancelled or reduced to nil.
Assignments and transfers by Lenders. 28.3.1 Any Lender may at any time with the prior consent of the Agent and after consultation with Ideal but without the prior consent of Ideal or any other party to this Agreement assign all or any of its rights under this Agreement to any bank or financial institution which is a Qualifying Lender or transfer in accordance with clause 28.4 all or any of its rights and obligations under this Agreement to any such Qualifying Lender.
28.3.2 If any Lender assigns all or any of its rights under this Agreement in accordance with clause 28.3.1 then, unless and until the assignee has agreed with the Agent, the Security Trustee and the other Lenders that it shall be under the same obligations towards each of them as it would have been under if it had been a party to this Agreement, the Agent, the Security Trustee and the other Lenders shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been a party to this Agreement.
Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank or financial institution or to a trust, fund or other entity regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets which:
(i) is a Qualifying Lender, as defined in Subclause 12.1 (General) (the New Lender); and
(ii) has a minimum of two credit ratings of either ‘A-’ or better by Standard & Poor’s, A3 or better by Xxxxx’x or a comparable rating from a nationally recognised credit rating agency for its longer term debt obligations.
(b) A transfer of part of a Commitment must be in a minimum amount of at least U.S.$20,000,000 and an integral multiple of U.S.$5,000,000.
(c) Unless an Event of Default has occurred which is outstanding, the consent of the Company is required for any assignment or transfer unless the New Lender is another Lender or an Affiliate of a Lender that is a bank or financial institution. The consent of the Company must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time.
(d) A transfer of obligations will be effective only if either:
(i) the obligations are novated in accordance with the following provisions of this Clause; or
(ii) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.
(e) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of U.S.$4,000.
(f) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.
(g) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of...
Assignments and transfers by Lenders. (a) Subject to paragraph (b) of this Clause 26.2, a Lender (the Existing Lender) may, with the consent of the Company (such consent not to be unreasonably withheld or delayed), at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank or financial institution (the New Lender).
(b) No consent shall be required from the Company if:
(i) an Event of Default has occurred and is outstanding; or
(ii) if the proposed New Lender is an Affiliate of the Existing Lender or another Lender.
(c) A transfer of obligations will be effective only if either:
(i) the obligations are novated in accordance with the following provisions of this Clause; or
(ii) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.
(d) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of EUR 2,000.
(e) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.
Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or financial institution or to a trust fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender) provided that, if at that time it is a requirement of Dutch law, the New Lender is a Professional Market Party.
(i) If, on the date of an assignment or transfer, it is a requirement of Dutch law that a New Lender must be a Professional Market Party, each Dutch Borrower must make the representation set out in paragraph (ii) below.
(ii) On the date that a New Lender becomes party to this Agreement as a Lender that Lender represents and warrants that on that date it is either:
(A) a Professional Market Party under the Dutch Exemption Regulation; or
(B) exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (gesloten kring) with the relevant Dutch Borrower.
(c) A transxxx xf obligations will be effective only if either:
(i) each Dutch Borrower has complied with the requirements of paragraph (b) above, if applicable; and
(ii) the obligations are novated in accordance with the following provisions of this Clause; or
(iii) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.
(d) Unless the Facility Agent otherwise agrees, the New Lender (unless it is an Affiliate of the Existing Lender) must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of (euro)2,000.
(e) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.
