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 this Clause 31, a Lender may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 2 contracts
Samples: Credit Facility Agreement (E. Merck oHG), Credit Facility Agreement (Merck Kgaa /Fi)
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person (the New Lender).
(b) Unless the Company Borrower and the Facility Agent otherwise agree, an assignment of a part of its rights and a transfer of part of its a Commitment or rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,0005,000,000.
(c) Other than as set out in paragraph (d) below, the The consent of the Company Borrower is not required for any assignment or transfer pursuant to this Clause 31.unless:
(di) A transfer the New Lender is an existing Lender or an Affiliate of rights and obligations by any Existing Lender under the Revolving Credit Facility shall not be made without the consent of the Companyan existing Lender; or
(ii) a Default is outstanding. The consent of the Company to a transfer of rights and obligations by any Existing Lender under the Revolving Credit Facility Borrower 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 Borrower 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 five Business Days after the Existing Lender has requested it, Borrower is given notice of the request unless consent it is expressly refused by the Company Borrower within that time.
(d) The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The consent of Facility Agent must promptly notify the Company is not required if Existing Lender and the New Lender is another Lender or an Affiliate of a Lender or an Event of Default has occurredif there are any such requirements.
(e) An assignment A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Borrower in form and substance satisfactory to the Facility Agent) 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 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)date any assignment or transfer occurs, a fee of €2,5001,500.
(ig) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights .
(h) A novation under this Agreement, provided that no person other than a Lender Clause does not extinguish or an Affiliate otherwise affect the obligations of a Lender may, without any Obligor under the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interestFinance Documents.
Appears in 2 contracts
Samples: Credit Facility Agreement, Credit Facility Agreement (Shurgard Storage Centers Inc)
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person 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).
(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 The consent of the Company is not required for any assignment or transfer pursuant to this Clause 31.
(d) A transfer unless the New Lender is another Lender or an Affiliate of rights and obligations by any Existing Lender under the Revolving Credit Facility shall not be made without the consent of the Companya Lender. 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 five Business Days after the Existing Lender has requested it, Company is given notice of the request unless consent it is expressly refused by the Company within that time.
(c) The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(d) The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The consent of Facility Agent must promptly notify the Company is not required if Existing Lender and the New Lender is another Lender or an Affiliate of a Lender or an Event of Default has occurredif there are any such requirements.
(e) An assignment A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 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)date any assignment or transfer occurs, a fee of €2,500euro 1,500.
(ig) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 2 contracts
Samples: Credit Facility (Tele2 Ab), Credit Facility (Tele2 Ab)
Assignments and transfers by Lenders. participations and sub-participations
(a) A Lender (the Existing Lender) maymay in consultation with the Company, subject to the following provisions of this Subclause, at any time:
(i) time assign any of its rights; or
(ii) or transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person 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).
(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 a Lenders’ Commitments or the rights and obligations under this Agreement by an the Existing Lender must must:
(i) be in a minimum amount of €2,500,0005,000,000; and
(ii) be evidenced by a Transfer Certificate.
(c) Other than as set out in Subject to paragraph (df) below, the consent of the Company is not required for any assignment or transfer pursuant to this Clause 31transfer.
(d) A Lender may transfer all or part of rights and obligations by any its Commitment, on a non pro rata basis across the Facilities.
(e) 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 under and the Revolving Credit Facility shall not New Lender if there are any such requirements.
(i) If, on the date of an assignment or transfer, it is a requirement of Dutch law that each Lender must be made without a Professional Market Party:
(A) the consent of the Company is required for any assignment or transfer;
(B) the Company. The ’s 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 ;
(C) 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 this subparagraph (e) ten Business Days after the Existing Lender has requested it, Company is given notice of the request unless consent it is expressly refused by the Company within that time. The consent of time because either:
I. the Company is not required if the proposed New Lender is another Lender not a Professional Market Party or an Affiliate does not form part of a Lender or an Event of Default closed circle (besloten xxxxx); or
II. the Company has occurred.
(e) An assignment will only be effective on receipt by reasonable grounds to believe that the Facility Agent of written confirmation by the proposed 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), is not a fee of €2,500.
(i) Notwithstanding the provisions of this Clause 31, a Lender may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.Professional Market Party;
Appears in 1 contract
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement 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 a Commitment or the rights and obligations under this Agreement by an Existing Lender must (a) be in a minimum amount of €5,000,000 or, in respect of any Lender which participates in the B1 Term Loan Facility, B2 Term Loan Facility, B3 Term Loan Facility, C1 Term Loan Facility, C2 Term Loan Facility or C3 Term Loan Facility only, €2,500,000) and (b) of an amount such that if the Existing Lender retains any Commitment it is of a minimum amount of €2,500,000 PROVIDED THAT for the purpose of paragraph (a) above:
(i) if an Existing Lender is a Fund, it may transfer to another Fund that is either an Existing Lender or a Related Fund of a Fund that is an Existing Lender in any amount;
(ii) in the case of concurrent transfers by an Existing Lender to two or more Related Funds, all such concurrent transfers shall be aggregated; and
(iii) if on the same date two or more Existing Lenders are transferring part of their Commitments or the rights and obligations under this Agreement to the same transferee the minimum amount so transferred by any Existing Lender to such transferee may be less than €5,000,000 (or €2,500,000 in the case of transfers of B1 Term Loan Commitments, B2 Term Loan Commitments, B3 Term Loan Commitments, C1 Term Loan Commitments, C2 Term Loan Commitments or C3 Term Loan Commitments) so long as the aggregate amount transferred to such transferee on such date is €5,000,000 (or €2,500,000 in the case of transfers of B1 Term Loan Commitments, B2 Term Loan Commitments, B3 Term Loan Commitments, C1 Term Loan Commitments, C2 Term Loan Commitments or C3 Term Loan Commitments) or more, and, in each case, any threshold in this Clause 31.2 shall apply to the aggregate of the (i) A1 Term Loan Commitments and A2 Term Loan Commitments; or (ii) B1 Term Loan Commitments, B2 Term Loan Commitments and B3 Term Loan Commitments; or (iii) C1 Term Loan Commitments, C2 Term Loan Commitments and C3 Term Loan Commitments, (as applicable) so transferred or retained.
(c) Other than as set out in paragraph (d) below, Except during the consent of Syndication Period an Existing Lender must consult with the Company is not required for any prior to making an assignment or transfer pursuant to this Clause 31a New Lender. The consultation with the Company in relation to an assignment, transfer, sub participation or sub contract shall not be required:
(i) if such assignment, transfer, sub participation, or sub contract is to an Existing Lender or affiliate of such a Lender;
(ii) if such assignment, transfer, sub participation, or sub contract is to a fund within the same investor group as a fund which is an Existing Lender; or
(iii) if an Event of Default is continuing.
(d) A transfer of rights and obligations by any Existing Lender under will be effective only if either:
(i) 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 are novated in accordance with the Revolving Credit Facility must not be unreasonably withheld or delayed, provided that the Existing Lender has disclosed the identity following provisions of this Clause; or
(ii) the New Lender confirms 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 and the New Lender (Company in form and substance satisfactory to the Facility Agent) Agent that it is bound by the terms of this Agreement and the Priority Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its rights and obligations under this Agreement to the extent that they are transferred to 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.
(he) 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)date any assignment or transfer occurs, a fee of €2,5001,500.
(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) A Lender may sub-participate or sub-contract its obligations under this Agreement provided that if voting rights are given to any sub-participant or sub-contractor the relevant Lender must first consult with the Company (subject to paragraph (c)).
(h) If any Lender assigns or transfers any of its rights and/or obligations under this Agreement, a copy of the written instrument by which such rights are assigned or transferred will be notified by the New Lender to any Obligor incorporated in the Republic of France by bailiff (huissier) in accordance with the provisions of Article 1690 of the French Civil Code.
(i) Notwithstanding the provisions Without prejudice to Subclause 31.5 (Costs resulting from change of this Clause 31, a Lender may enter into any participation or sub-participation in relation to, Facility Office) or any other transaction under which payments are made provision of this Agreement relating to assignment or transfer by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s any Lender of its rights and obligations under this Agreement, or grant Agreement any Lender which is a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender fund may, without the consent of the Company or the Facility Agent pledge all or any portion of its Loans to a trustee for the benefit of investors in such fund and in support of its obligations to such investors or trustee. No such pledge or assignment shall release the relevant Lender from the obligations hereunder.
(unless j) For the purposes of and pursuant to Article 1263 of the Italian Civil Code, it is hereby expressly agreed that, in the event of any assignment or transfer of rights or obligations made by an Event of Default is outstandingExisting Lender under this Clause 31.2 (Assignment and transfers by Lenders), obtain direct rights all Security Interests created or claims against evidenced by the Company or any Security Documents shall be preserved for the benefit of the New Lender and each other Borrower as a result Lender in accordance with the terms of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interestthe Security Documents.
Appears in 1 contract
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement 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 a Commitment or the rights and obligations under this Agreement by an Existing Lender must (a) be in a minimum amount of €5,000,000 or, in respect of any Lender which participates in the B1 Term Loan Facility and B2 Term Loan Facility or the C1 Term Loan Facility and C2 Term Loan Facility only, €2,500,000) and (b) of an amount such that if the Existing Lender retains any Commitment it is of a minimum amount of €2,500,000 PROVIDED THAT for the purpose of paragraph (a) above:
(i) if an Existing Lender is a Fund, it may transfer to another Fund that is either an Existing Lender or a Related Fund of a Fund that is an Existing Lender in any amount;
(ii) in the case of concurrent transfers by an Existing Lender to two or more Related Funds, all such concurrent transfers shall be aggregated;
(iii) if on the same date two or more Existing Lenders are transferring part of their Commitments or the rights and obligations under this Agreement to the same transferee the minimum amount so transferred by any Existing Lender to such transferee may be less than €5,000,000 (or €2,500,000 in the case of transfers of B1 Term Loan Commitments and B2 Term Loan Commitments and or C1 Term Loan Commitments and C2 Term Loan Commitments) so long as the aggregate amount transferred to such transferee on such date is €5,000,000 (or €2,500,000 in the case of transfers of B1 Term Loan Commitments and B2 Term Loan Commitments or C1 Term Loan Commitments and C2 Term Loan Commitments) or more;
(iv) any Existing Lender wishing to assign or transfer all or any of its rights and obligations under this Agreement shall give to each Dutch Borrower not less than five Business Days’ prior written notice to that effect;
(v) at any time whilst it is a requirement of Dutch law that each Lender is a Professional Market Party, any Dutch Borrower may, within five Business Days of receipt of the relevant notice from the relevant Existing Lender under (iv) above, object to such assignment or transfer by notice in writing to the Existing Lender wishing to effect such assignment or transfer on the sole grounds that the relevant assignee or Transferee is not a Professional Market Party;
(vi) if no such objection is received from each Dutch Borrower within such five Business Day period the relevant Existing Lender shall be entitled to proceed with such assignment or transfer;
(vii) if such an objection is received during such five Business Day period the relevant Existing Lender shall not be entitled to proceed with such assignment or transfer unless and until it is established that the relevant assignee or transferee is a Professional Market Party; and
(viii) any transfer of:
(A) A1 Term Loan Commitments or A2 Term Loan Commitments to a New Lender may only be made if there is a simultaneous transfer to such New Lender of a pro rata portion of the A2 Term Loan Commitments or A1 Term Loan Commitments, respectively;
(B) B1 Term Loan Commitments or B2 Term Loan Commitments to a New Lender may only be made if there is a simultaneous transfer to such New Lender of a pro rata portion of the B2 Term Loan Commitments or B1 Term Loan Commitments, respectively;
(C) C1 Term Loan Commitments or C2 Term Loan Commitments to a New Lender may only be made if there is a simultaneous transfer to such New Lender of a pro rata portions of the C2 Term Loan Commitments or C1 Term Loan Commitments, respectively; and, in each case, any threshold in this Clause 31.2 shall apply to the aggregate of the (i) A1 Term Loan Commitments and A2 Term Loan Commitments; or (ii) B1 Term Loan Commitments and B2 Term Loan Commitments; or (iii) C1 Term Loan Commitments and C2 Term Loan Commitments, (as applicable) so transferred or retained.
(c) Other than as set out in paragraph (d) below, Except during the consent of Syndication Period an Existing Lender must consult with the Company is not required for any prior to making an assignment or transfer pursuant to this Clause 31a New Lender. The consultation with the Company in relation to an assignment, transfer, sub participation or sub contract shall not be required:
(i) if such assignment, transfer, sub participation, or sub contract is to an Existing Lender or affiliate of such a Lender;
(ii) if such assignment, transfer, sub participation, or sub contract is to a fund within the same investor group as a fund which is an Existing Lender; or
(iii) if an Event of Default is continuing.
(d) A transfer of rights and obligations by any Existing Lender under will be effective only if either:
(i) 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 are novated in accordance with the Revolving Credit Facility must not be unreasonably withheld or delayed, provided that the Existing Lender has disclosed the identity following provisions of this Clause; or
(ii) the New Lender confirms 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 and the New Lender (Company in form and substance satisfactory to the Facility Agent) Agent that it is bound by the terms of this Agreement and the Priority Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its rights and obligations under this Agreement to the extent that they are transferred to 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.
(he) 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)date any assignment or transfer occurs, a fee of €2,5001,500.
(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) A Lender may sub-participate or sub-contract its obligations under this Agreement provided that if voting rights are given to any sub-participant or sub-contractor the relevant Lender must first consult with the Company (subject to paragraph (c)).
(h) If any Lender assigns or transfers any of its rights and/or obligations under this Agreement, a copy of the written instrument by which such rights are assigned or transferred will be notified by the New Lender to any Obligor incorporated in the Republic of France by bailiff (huissier) in accordance with the provisions of Article 1690 of the French Civil Code.
(i) Notwithstanding the provisions Without prejudice to Subclause 31.6 (Costs resulting from change of this Clause 31, a Lender may enter into any participation or sub-participation in relation to, Facility Office) or any other transaction under which payments are made provision of this Agreement relating to assignment or transfer by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s any Lender of its rights and obligations under this Agreement, or grant Agreement any Lender which is a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender fund may, without the consent of the Company or the Facility Agent pledge all or any portion of its Loans to a trustee for the benefit of investors in such fund and in support of its obligations to such investors or trustee. No such pledge or assignment shall release the relevant Lender from the obligations hereunder.
(unless j) For the purposes of and pursuant to Article 1263 of the Italian Civil Code, it is hereby expressly agreed that, in the event of any assignment or transfer of rights or obligations made by an Event of Default is outstandingExisting Lender under this Clause 31.2 (Assignment and transfers by Lenders), obtain direct rights all Security Interests created or claims against evidenced by the Company or any Security Documents shall be preserved for the benefit of the New Lender and each other Borrower as a result Lender in accordance with the terms of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interestthe Security Documents.
Appears in 1 contract
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), ) under this Agreement 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 the Existing Lender must be in a minimum amount of €2,500,00010,000,000.
(c) Other than as set out in paragraph (d) below, Prior to the end of the Availability Period 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 is outstanding. The consent of the Company must not be unreasonably withheld or delayed and consent deemed given if no express refusal within five Business Days. Following the expiry of the Availability Period the consent of the Company to any assignment or transfer is not required if (i) the New Lender is another Lender or an Affiliate of a Lender (ii) an Event of Default is outstanding or (iii) the proposed New Lender (or its Affiliate) (x) is an institution licensed (directly or indirectly) by the relevant governmental authority of its jurisdiction of incorporation or where it is organised to conduct banking business; and (y) has occurreda long term credit rating at the time it (or its Affiliate) is to become a New Lender of at least Baa 1 or, as the case may be, BBB+.
(ed) 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 Lender:
(i) will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Existing Lender; and
(ii) unless the Facility Agent otherwise agrees, pay to the Facility Agent for its own account a fee of €1,500.
(fe) No Lender may transfer any of its Commitment in whole or in part unless it rateably transfers separately from assigning its rights resulting from its participation in any related existing Loans of the same designation as the CommitmentLoans.
(gf) Any transfer shall be effective only if the procedures set out in Clause 31.3 25.3 below are complied with.
(hg) 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 25.3 below), a fee of €2,5001,500.
(ih) Notwithstanding the provisions of this Clause 3125, a Lender may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of a Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Bridge Facilities Agreement (Bayer Aktiengesellschaft)
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement 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 a Commitment or rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000£5,000,000.
(c) Other than as set out in paragraph (d) below, the The consent of the Company is not required for any assignment or transfer pursuant to this Clause 31.
(d) A transfer unless the New Lender is another Lender or an Affiliate of rights and obligations by any Existing Lender under the Revolving Credit Facility shall not be made without the consent of the Companya Lender. 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 five Business Days after the Existing Lender has requested it, it unless consent is expressly refused by the Company within that time.
(d) The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The consent of Facility Agent must promptly notify the Company is not required if Existing Lender and the New Lender is another Lender or an Affiliate of a Lender or an Event of Default has occurredif there are any such requirements.
(e) An The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost
(f) A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 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)date any assignment or transfer occurs, a fee of €2,500£750.
(ih) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Credit Facility Agreement (PPL Corp)
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement 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 a Commitment or rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000£5,000,000.
(c) Other than as set out in paragraph (d) below, the The consent of the Company is not required for any assignment or transfer pursuant to this Clause 31.
(d) A transfer unless the New Lender is another Lender or an Affiliate of rights and obligations by any Existing Lender under the Revolving Credit Facility shall not be made without the consent of the Companya Lender. 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 five Business Days after the Existing Lender has requested it, it unless consent is expressly refused by the Company within that time.
(d) The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The consent of Facility Agent must promptly notify the Company is not required if Existing Lender and the New Lender is another Lender or an Affiliate of a Lender or an Event of Default has occurredif there are any such requirements.
(e) An The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(f) A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 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)date any assignment or transfer occurs, a fee of €2,500£2,000.
(ih) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Credit Facility Agreement (PPL Corp)
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:
time assign (icederen) assign any all or part of its rights; or
rights or transfer by way of transfer of contract (iicontractsoverneming) transfer all or a proportional part of any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person 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).
(b) Unless the Company and the Facility Agent otherwise agreeagree and except as provided below, an assignment of a part of its rights and a transfer of part of a Commitment or part of its rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000US$10,000,000.
(c) Other than as set out in paragraph (d) below, the 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 is outstanding. The consent of the Company must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent five Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time.
(d) The Facility Agent is not obliged to execute a Transfer Certificate or otherwise give effect to an assignment or transfer until it has occurredcompleted 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.
(e) An If the consent of the Company is required for any assignment will only or transfer (irrespective of whether it may be effective on receipt by unreasonably withheld or not), the Facility Agent is not obliged to execute a Transfer Certificate if the Company withholds its consent.
(i) If, on the date of written confirmation by an assignment or transfer, it is a requirement of Dutch Law that each Lender must be a Professional Market Party:
(A) on the date the assignment or transfer becomes effective, the New Lender must make the representation on the terms set out in paragraph 3 of the Transfer Certificate; and
(B) on the date the assignment of transfer becomes effective, the Company must make the representation set out in form and substance satisfactory to the Facility Agentparagraph (ii) 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 Lenderbelow.
(fii) No On the date that a New Lender may transfer any of its Commitment becomes party to this Agreement as a Lender, the Company represents that on that date it is in whole or in part unless it rateably transfers its rights resulting from its participation in any related existing Loans compliance with the applicable provisions of the same designation as the CommitmentDutch Banking Act.
(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)date any assignment or transfer occurs, a fee of €2,500US$1,000.
(ih) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Credit Facility Agreement (Oce N V)
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person person/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).
(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 a Commitment or the rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,00010,000,000.
(c) Other than as set out in paragraph (d) below, the The consent of the Company is not required for any an assignment or transfer pursuant by a Lender unless:
(i) the assignment of transfer is to this Clause 31another Lender or an Affiliate of a Lender; or
(ii) an Event of Default is outstanding.
(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 an assignment or 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 five Business Days after the Existing Lender has requested it, 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 The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost unless the Mandatory Cost is itself a material amount and such increase is material.
(f) A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) Agent and the Company 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 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)date any assignment or transfer occurs, a fee of €2,5002,000.
(ih) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Assignments and transfers by Lenders. participations and sub-participations
(a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, may at any time:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement 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 a Commitment or the rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000(pound)5,000,000.
(c) Other than as set out in paragraph (d) below, the The consent of the Company is not required for any assignment or transfer pursuant to this Clause 31.
(d) A transfer unless the New Lender is another Lender or an Affiliate of rights and obligations by any Existing Lender under the Revolving Credit Facility shall not be made without the consent of the Companya Lender. 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 five Business Days after the Existing Lender has requested it, Company is given notice of the request unless consent it is expressly refused by the Company within that time. The consent .
(d) A transfer of obligations will be effective only if either:
(i) the Company is not required if obligations are novated in accordance with the following provisions of this Clause; or
(ii) 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 confirms to the Facility Agent of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender.
(fe) No Any assignment or transfer by a Lender may transfer any to a New Lender shall only be effective if it transfers or assigns the Lender's share 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 Commitmenteach Facility pro rata.
(g) Any transfer shall be effective only if the procedures set out in Clause 31.3 below are complied with.
(hf) 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)date any assignment or transfer occurs, a fee of €2,500(pound)1,000.
(ig) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
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) time assign any of its rights; or
(ii) or transfer by novation any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person 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). A Lender may, subject to the following provisions of this Subclause, at any time enter into any Sub-Participation with 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 Sub-Participant). For the avoidance of doubt, nothing in this Subclause shall restrict a Lender from entering into any derivatives transaction that is not a Sub-Participation.
(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 a Lenders’ Commitments or the rights and obligations under this Agreement by an the Existing Lender must must:
(i) be in a minimum amount of €2,500,00020,000,000;
(ii) to the extent such transfer relates to that Lender’s Term Loan Commitments, transfer that Lender’s Term Loan Commitments on a pro rata basis;
(iii) to the extent such transfer relates to that Lender’s Revolving Credit Commitments, transfer that Lender’s Revolving Credit Commitments on a pro rata basis; and
(iv) be evidenced by a Transfer Certificate.
(c) Other than as set out in paragraph (d) below, the The prior written 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 and the assignment or transfer does not result in any additional costs for any Obligor, or the assignment or transfer is made following an Event of Default has occurredwhich is outstanding. The consent of the Company must not be unreasonably withheld or delayed. In respect of an assignment or transfer of Revolving Credit Commitments only, it will be deemed to be reasonable for the Company not to give its consent to the assignment or transfer if, as a result of such assignment or transfer, less than 66 2/3 per cent. of the Total Revolving Credit Commitments are held by Lenders with a long term credit rating of A3 or higher by Xxxxx’x, or its S&P or Fitch equivalent. In the event that a Lender’s long term credit rating is given a lower rating category by any one of Xxxxx’x, S&P or Fitch as compared to one or more of such other Rating Agencies, it will be deemed reasonable for the Company to refer to the lowest such rating for the purposes of this Subclause. Any transfer or assignment not requiring the Company’s consent shall nevertheless be promptly notified to it.
(d) 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.
(e) The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(f) 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.
(i) If, on the date of an assignment or transfer, it is a requirement of Dutch law that each Lender must be a Professional Market Party:
(A) the consent of the Company is required for any assignment or transfer;
(B) the Company’s consent must not be unreasonably withheld or delayed;
(C) 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 because either:
I. the proposed New Lender is not a Professional Market Party or does not form part of a closed circle (besloten xxxxx); or
II. the Company has reasonable grounds to believe that the proposed New Lender is not a Professional Market Party;
(D) the New Lender must comply with the obligation set out in paragraph (ii) below; and
(E) no assignment or transfer will be effective unless the requirements of this Subclause have been fulfilled by both the New Lender and the Company.
(ii) On the date the assignment or transfer becomes effective the New Lender must make the representation set out in paragraph 3 of the Transfer Certificate.
(iii) On the date that a New Lender becomes party to this Agreement as a Lender it explicitly declares and represents that it is a Professional Market Party and that it is aware that the Company may be in breach of the Dutch Banking Act if this declaration and representation is untrue.
(h) An assignment of rights will only be effective on receipt by if the New Lender confirms to the Facility Agent of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) Agent that the New Lender will assume the same it is bound by obligations to the other Finance Parties as under this Agreement equivalent to those it would have been under if it was were an Original Lender.
(fi) No Lender may transfer any An assignment of its Commitment rights (in whole or the sense of claims (créances)) against the Luxembourg Obligor will only be effective if the assignment is notified to the Luxembourg Obligor in part unless it rateably transfers its rights resulting from its participation in any related existing Loans accordance with article 1690 of the same designation as Luxembourg civil code (by providing it with a copy of the CommitmentTransfer Certificate by registered mail together with an acknowledgement of notice).
(gj) Any A transfer shall of obligations will be effective only if either:
(i) rights are assigned and obligations released and equivalent obligations assumed in accordance with the procedures set out following provisions of this Clause; or
(ii) the New Lender confirms to the Facility Agent and the Company in Clause 31.3 below 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 complied withtransferred to the New Lender.
(hk) 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 date any assignment or transfer occurs, a fee of €1,500.
(l) 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.
(m) An assignment or transfer under this Clause does not extinguish or otherwise affect the obligations of any Obligor under the Finance Documents.
(n) Provided no Event of Default is outstanding, the consent of the Company is required for an assignment or transfer by an Existing Lender to a New Lender, or a Sub-Participation by a Lender to a Sub-Participant, which is not a Swiss Qualifying Lender. Prior to the Company giving consent, a New Lender or Sub-Participant (as the case may be) must provide written notification to the Company as to whether or not it is a Swiss Qualifying Lender. If:
(i) that written notification has been provided; and
(ii) as a result of the assignment, transfer or Sub-Participation the total number of Lenders and Sub-Participants who are not Swiss Qualifying Lenders will in aggregate not at any time exceed the number of ten (10) unless, to the satisfaction of the Company, such number can be exceeded without a breach of the Ten Non-Bank Regulations and the Twenty Non-Bank Regulations, the consent of the Company must not be unreasonably withheld or delayed, and the Company will be deemed to have given its consent 10 Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time.
(o) Any Lender which enters into a Sub-Participation shall ensure that the Sub-Participant will agree in favour of the Company to abide by the rules set out in Clause 29.2(n) as if a party hereto whereby references in Clause 29.2(n) to a Lender shall for such purpose be read as references to a Sub-Participant.
(p) A New Lender must comply with the provisions of Clause 13.2 (j) and, where it is a UK Non-Bank Lender (as defined in Clause 31.3 below13.1), give a fee of €2,500UK Tax Confirmation (as defined in Clause 13.1) to the relevant Borrower in the Transfer Certificate.
(i) Notwithstanding the provisions of this Clause 31, a Lender may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
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:
time assign or transfer (iincluding by way of novation) 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 €2,500,000to another bank or financial institution (the "New Lender").
(cb) Other than The consent of the Company is required for any assignment or transfer unless the New Lender is both: (i) another Lender or an Affiliate of a Lender; and (ii) is a Qualifying Lender but not a Treaty Lender (as set out defined in paragraph Clause 13.1 (d) belowGeneral)). Unless the proposed New Lender is a Treaty Lender or is not a Qualifying Lender, 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 ten Business Days after the Existing Lender has requested itCompany is given notice of the request, unless consent it is expressly refused by the Company within that time. The consent Notice will not be effectively given to the Company under this paragraph (b) if the notice does not specify: (iii) the jurisdiction in which the proposed New Lender is tax resident and whether that proposed New Lender is a Treaty Lender; and (iv) (A) that Loans will be disbursed by the proposed New Lender from outside the U.S.A.; (B) that negotiations in respect of the Facility have taken place outside the U.S.A. and execution of the Transfer Certificate or other transfer document by the proposed New Lender will take place outside the U.S.A.; and (C) that Loans will be booked outside the U.S.A. by the proposed New Lender.
(c) The Company is may not required withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(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 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 confirms to the Facility Agent of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the <PAGE> 65 Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to 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.
(he) 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)date any assignment or transfer occurs, a fee of €2,500e1,500.
(if) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in .
(g) If any Lender assigns its rights under this Agreement, provided that no person other than a Lender or an Affiliate written instrument by which those rights are assigned must be notified to any Borrower incorporated in France by bailiff ("huissier") in accordance with the provisions of a Lender may, without the consent Article 1690 of the Company (unless an Event French Civil Code at the cost of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interestrelevant New Lender.
Appears in 1 contract
Samples: Credit Facility
Assignments and transfers by Lenders. participations and sub-participations
(a) A Lender (the Existing Lender"EXISTING LENDER") may, subject to the following provisions of this Subclause, at any time:
time assign or transfer (iincluding by way of novation) 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 €2,500,000to another person (the "NEW LENDER").
(cb) Other than as set out in paragraph (d) below, the The consent of the Company is not required for any assignment or transfer pursuant to this Clause 31.
(d) A transfer unless the New Lender is another Lender or an Affiliate of rights and obligations by any Existing Lender under the Revolving Credit Facility shall not be made without the consent of the Companya Lender. 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 ten Business Days after the Existing Lender has requested it, Company is given notice of the request unless consent it is expressly refused by the Company within that time. The consent .
(c) A transfer of obligations will be effective only if either:
(i) the Company is not required if obligations are novated in accordance with the following provisions of this Clause; or
(ii) 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 confirms to the Facility Agent of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 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.
(hd) 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)date any assignment or transfer occurs, a fee of €2,500pound sterling 1,000.
(ie) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement 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 a Commitment or the rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000.
(c) Other than as set out in paragraph (d) belowUntil the Primary Syndication Date has occurred, 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 delayedtransfer, provided that the Existing Lender has disclosed shall consult with the identity Company about any proposed transfer for not more than five Business Days.
(d) Following the occurrence of the New Lender to Primary Syndication Date, 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 prior consent of the Company is not required if for any assignment, transfer or novation under paragraph (a) above unless (i) the New Lender is another Lender or an Affiliate of a Lender or (ii) an Event of Default has occurredis outstanding. Such consent may not be unreasonably withheld or delayed and will be deemed to have been given if it is not refused by the Company within 5 Business Days of receipt by the Company of a request for it.
(e) An assignment A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 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 Save in relation to any 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 assignment to an Affiliate 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 Existing Lender, 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)date any assignment or transfer occurs, a fee of €2,5001,500.
(g) Save in relation to any assignment or transfer by a Lender to its Affiliate, the consent of the Fronting Bank is required for any assignment or transfer of any Lender’s rights and obligations in relation to the Tranche B Facility under this Agreement where the credit rating of the assignee or transferee is less than A- by S&P or Fitch or A3 by Xxxxx’x for its long-term debt obligations. If the credit rating of any Lender for its long-term debt obligations was A- by S&P or Fitch or A3 by Xxxxx’x when it became a Lender, but subsequently falls below that threshold, the Fronting Bank shall be entitled to require that Lender promptly to transfer its Tranche B Commitment to a person with a credit rating of at least A- by S&P or Fitch or A3 by Xxxxx’x for its long-term debt obligations.
(h) 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.
(i) Notwithstanding the Without prejudice to Clause 30.5 (Costs resulting from change of Lender or Facility Office) or any other provisions of this Clause 31, a Agreement relating to the assignment or transfer by any Lender may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s of its rights and obligations under this Agreement, or grant any Lender which is a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender fund may, without the consent of the Company (unless an Event of Default is outstanding)or the Facility Agent, obtain direct rights or claims against the Company pledge all or any other Borrower as portion of its Loans to a result trustee for the benefit of investors in such fund and in support of its obligations to such investors or trustee. No such pledge or assignment shall release the Lender from its obligations under any Finance Document.
(j) No assignment or transfer under this Clause will be effective until the Facility Agent has completed all know your customer requirements relating to any person that participation, subparticipation, other transaction, transfer of beneficial interest it is required to carry out in relation to such assignment or grant of security interesttransfer. The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction (acting reasonably).
Appears in 1 contract
Samples: Credit Facility Agreement (Valentia Telecommunications)
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), ) under this Agreement 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 the Existing Lender must be in a minimum amount of €2,500,00010,000,000.
(c) Other than as set out in paragraph (d) below, Prior to the end of the Availability Period 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 is outstanding. The consent of the Company must not be unreasonably withheld or delayed and consent deemed given if no express refusal within five Business Days. Following the expiry of the Availability Period the consent of the Company to any assignment or transfer is not required if (i) the New Lender is another Lender or an Affiliate of a Lender, (ii) an Event of Default is outstanding or (iii) the proposed New Lender (or its Affiliate) (x) is an institution licensed (directly or indirectly) by the relevant governmental authority of its jurisdiction of incorporation or where it is organised to conduct banking business; and (Y) has occurreda long term credit rating at the time it (or its Affiliate) is to become a New Lender of at least Baa 1 or, as the case may be, BBB+.
(ed) 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 Lender:
(i) will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Existing Lender; and
(ii) unless the Facility Agent otherwise agrees, pay to the Facility Agent for its own account a fee of €1,500.
(fe) No Lender may transfer any of its Commitment in whole or in part unless it rateably transfers separately from assigning its rights resulting from its participation in any related existing Loans of the same designation as the CommitmentLoans.
(gf) Any transfer shall be effective only if the procedures set out in Clause 31.3 25.3 below are complied with.
(hg) 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 25.3 below), a fee of €2,5001,500.
(ih) Notwithstanding the provisions of this Clause 3125, a Lender may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of a Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Syndicated Facilities Agreement (Bayer Aktiengesellschaft)
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person bank or financial institution or to a trust, fund or other financial 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).
(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 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 occurredis outstanding. The consent of the Company must not be unreasonably withheld or delayed.
(ec) An assignment 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 only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 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.
(he) 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)date any assignment or transfer occurs, a fee of €2,5001,500.
(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) Within ten Business Days of it becoming effective, the Facility Agent will give notice to the Company and the Guarantor of any assignment or transfer for which the consent of the Company is not required under paragraph (b) above.
(h) A new Lender shall not be entitled to receive any greater payments than the Existing Lender would have received had the assignment or transfer not taken place if such increase in payment arises as a result of circumstances existing at the date of assignment or transfer.
(i) Notwithstanding the provisions of this Clause 31, a Lender may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent The liabilities and obligations of the Company (unless an Event Obligors shall not be increased by reason of Default is outstanding), obtain direct rights any assignment or claims against the Company or any other Borrower transfer if such increase arises as a result of that participation, subparticipation, other transaction, circumstances existing at the date of assignment or transfer.
(j) An assignment transfer or novation under this Clause does not extinguish or otherwise affect the obligations of beneficial interest or grant of security interestany Obligor under the Finance Documents.
Appears in 1 contract
Samples: Credit Facility Agreement (International Paper Co /New/)
Assignments and transfers by Lenders. participations and sub-participations
(a) A Subject to Clause 5B.2 (Assignments and transfers), a Lender (the Existing Lender) maymay in consultation with the Company, subject to the following provisions of this Subclause, at any time:
(i) time assign any of its rights; or
(ii) or transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person 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).
(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 a Lenders’ Commitments or the rights and obligations under this Agreement by an the Existing Lender must must:
(i) be in a minimum amount of €2,500,0005,000,000; and
(ii) be evidenced by a Transfer Certificate.
(c) Other than as set out in Subject to paragraph (de) below, the consent of the Company is not required for any assignment or transfer pursuant to this Clause 31transfer.
(d) A transfer of rights and obligations by any 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 under and the Revolving Credit Facility shall not New Lender if there are any such requirements.
(i) If, on the date of an assignment or transfer, it is a requirement of Dutch law that each Lender must be made without a Professional Market Party:
(A) the consent of the Company is required for any assignment or transfer;
(B) the Company. The ’s 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 ;
(C) 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 this subparagraph (e) ten Business Days after the Existing Lender has requested it, Company is given notice of the request unless consent it is expressly refused by the Company within that timetime because either:
I. the proposed New Lender is not a Professional Market Party or does not form part of a closed circle (besloten xxxxx); or
II. The consent the Company has reasonable grounds to believe that the proposed New Lender is not a Professional Market Party;
(D) the New Lender must comply with the obligation set out in paragraph (ii) below; and
(E) no assignment or transfer will be effective unless the requirements of this Subclause have been fulfilled by both the New Lender and the Company.
(ii) On the date the assignment or transfer becomes effective the New Lender must make the representation set out in paragraph 3 of the Transfer Certificate.
(iii) On the date that a New Lender becomes party to this Agreement as a Lender it explicitly declares and represents that it is a Professional Market Party and that it is aware that the Company may be in breach of the Dutch Banking Act if this declaration and representation is not required untrue.
(f) An assignment of rights will only be effective 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 confirms to the Facility Agent of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) Agent that the New Lender will assume the same it is bound by obligations to the other Finance Parties as under this Agreement equivalent to those it would have been under if it was were an Original Lender.
(fg) No Lender may transfer any An assignment of its Commitment rights (in whole or the sense of claims (créances)) against the Luxembourg Obligor will only be effective if the assignment is notified to the Luxembourg Obligor in part unless it rateably transfers its rights resulting from its participation in any related existing Loans accordance with article 1690 of the same designation as Luxembourg civil code (by providing it with a copy of the CommitmentTransfer Certificate by registered mail together with an acknowledgement of notice).
(gh) Any A transfer shall of obligations will be effective only if either:
(i) rights are assigned and obligations released and equivalent obligations assumed in accordance with the procedures set out following provisions of this Clause; or
(ii) the New Lender confirms to the Facility Agent and the Company in Clause 31.3 below 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 complied withtransferred to the New Lender.
(hi) Any transfer of obligations effected pursuant to and in accordance with Clause 28.2(h) above shall (unless the parties expressly agree otherwise in writing) also constitute a transfer of the Existing Lender’s rights and obligations under the Syndication Agreement and, provided that at the time of the transfer, the New Lender is a Pre-Agreed Institution (as defined in the Syndication Agreement), each Indemnity.
(j) 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)date any assignment or transfer occurs, a fee of €2,500$2,000.
(ik) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, .
(l) An assignment or grant a security interest in its rights transfer under this Agreement, provided that no person other than a Lender Clause does not extinguish or an Affiliate otherwise affect the obligations of a Lender may, without any Obligor under the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interestFinance Documents.
Appears in 1 contract
Assignments and transfers by Lenders. participations and sub-participations
(a) A Lender (the “Existing Lender”) may, subject to the following provisions of this Subclause, may at any time:
(i) time assign any of its rights; or
(ii) or transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person 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”).
(b) Unless Following the Company and the Facility Agent otherwise agreeSyndication Date, an assignment of a part of its rights and a transfer of part of a Commitment or part of its rights and obligations under this Agreement by an Existing Lender must be be:
(i) if that Existing Lender is transferring less than the whole of its Commitment, in a minimum amount of €2,500,000CZK 250,000,000 and in such an amount that ensures that that Existing Lender retains a Commitment of at least CZK 250,000,000; or
(ii) the whole of that Existing Lender’s Commitments.
(c) Other than as set out in paragraph (d) below, the The consent of the Company Borrowers 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 if an Event of Default has occurred. The consent of the Borrower must not be unreasonably withheld or delayed. Notwithstanding the foregoing it is accepted and agreed that the Borrower will not consent to any assignment or transfer which will result on the date of transfer in an increase in the Mandatory Cost. The Borrower will be deemed to have given its consent five Business Days after the Borrower is given notice of the request unless it is expressly refused by the Borrower within that time.
(d) The Facility Agent is not obliged to execute a Transfer Certificate or otherwise give effect to an assignment or transfer 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.
(e) If the consent of the Borrower is required for any assignment or transfer (irrespective of whether it may be unreasonably withheld or not), the Facility Agent is not obliged to execute a Transfer Certificate if the Borrower withholds its consent.
(f) An assignment of rights will only be effective on receipt by if the New Lender confirms to the Facility Agent of written confirmation by and the New Lender (Borrower in form and substance satisfactory to the Facility Agent) Agent that the New Lender will assume the same it is bound by obligations to the other Finance Parties as under this Agreement equivalent to those it would have been under if it was were 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 A transfer shall of obligations will be effective only if either:
(i) the procedures set out rights are assigned, the corresponding obligations released and equivalent obligations assumed in Clause 31.3 below accordance with the following provisions of this Clause; or
(ii) the obligations are complied withnovated in accordance with the following provisions of this Clause.
(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)date any assignment or transfer occurs, a fee of €2,500.
(i) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Credit Facilities Agreement
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person (the New Lender).
(b) Unless the Company Guarantor and the Facility Agent otherwise agreeagree and except as provided below, an assignment of a part of its rights and a transfer of part of a Commitment or part of its rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000US$5,000,000 and an integral multiple of US$1,000,000.
(c) Other than as set out in paragraph (d) below, the The consent of the Company Guarantor is not required for any assignment or transfer pursuant to this Clause 31.unless:
(di) A transfer the assignment is by way of rights and obligations by security to 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 U.S. Federal Reserve Bank;
(ii) the New Lender is another Lender or an Affiliate of a Lender or an Event of Default has occurred.
(e) An assignment will only Lender, in which case prior written notice must be effective on receipt given by the Facility Agent of written confirmation by Existing Lender to the New Lender (in form Company, the Guarantor 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.; or
(fiii) 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 this Clause 31, a Lender may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding. The consent of the Guarantor must not be unreasonably withheld or delayed. The Guarantor will be deemed to have given its consent five Business Days after the Guarantor is given notice of the request unless it is expressly refused by the Guarantor within that time.
(d) The Facility Agent is not obliged to execute a Transfer Certificate or otherwise give effect to an assignment or transfer 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.
(e) If the consent of the Guarantor is required for any assignment or transfer (irrespective of whether it may be unreasonably withheld or not), obtain direct rights the Facility Agent is not obliged to execute a Transfer Certificate if the Guarantor withholds its consent.
(f) (i) If, on the date of an assignment or claims against transfer, it is a requirement of Dutch law that each Lender must be a Professional Market Party:
(A) unless the New Lender is a Professional Market Party, the consent of the Company is required for any assignment or any other Borrower as transfer;
(B) the Company's consent must not be unreasonably withheld or delayed;
(C) the Company will be deemed to have given its consent five Business Days after the Company and the Guarantor are given written notice of the request together with a result copy of a Transfer Certificate signed by the New Lender confirming that participation, subparticipation, other transaction, it is a Professional Market Party or forms part of a closed circle with the Company unless it is expressly refused by the Company within that time because either:
I. the proposed New Lender is not a Professional Market Party or does not form part of a closed circle (besloten xxxxx) with the Company; or
II. the Company has demonstrated that it is in good faith unable to determine with certainty whether the proposed New Lender is a Professional Market Party or forms part of a closed circle (besloten xxxxx) with the Company;
(D) the New Lender must comply with the obligations set out in paragraph (ii) below;
(E) the Company must make the representation set out in paragraph (iii) below; and
(F) no assignment or transfer will be effective unless both the New Lender and the Company have complied with the requirements of beneficial interest or grant of security interestthis Subclause.
Appears in 1 contract
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other bank or financial institution or other person 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).
(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 a Commitment or the rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,0005,000,000.
(c) Other than as set out in paragraph (d) below, the 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 occurredis outstanding. The consent of the Company must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten days after the Company is given notice of the request unless it is expressly refused by the Company within that time.
(ed) An assignment A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 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.
(he) Unless the Facility Agent otherwise agreesagrees or the New Lender is an Affiliate of the Existing Lender, 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)date any assignment or transfer occurs, a fee of €2,500#1,500.
(if) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Credit Facility (Vivendi Universal)
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person (the New Lender).
(b) Unless the Company Borrower and the Facility Agent otherwise agree, an assignment of a part of its rights and a transfer of part of its a Commitment or rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000£5,000,000.
(c) Other than as set out in paragraph (d) below, the The consent of the Company Borrower 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. The consent of the Borrower must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the Lender or an Event of Default has occurredrequested it unless consent is expressly refused by the Borrower within that time.
(d) 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.
(e) An The Borrower may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(f) A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Borrower in form and substance satisfactory to the Facility Agent) 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 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)date any assignment or transfer occurs, a fee of €2,500£2000.
(ih) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Credit Facility Agreement (PPL Corp)
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person bank (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 The consent of the Company Borrower and the Guarantor 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 (if a bank) an Affiliate of a Lender or an Event of Default is outstanding. The consent of the Borrower and the Guarantor must not be unreasonably withheld or delayed. The Borrower and the Guarantor will be deemed to have given its consent ten Business Days after the Borrower and the Guarantor are given notice of the request unless it is expressly refused by the Borrower and the Guarantor within that time.
(c) Neither the Borrower nor the Guarantor may withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(d) The Facility Agent is not obliged to execute a Transfer Certificate until it has occurredcompleted 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.
(e) An assignment A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Borrower in form and substance satisfactory to the Facility Agent) 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 will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender.
(f) No Any reference in this Agreement to a 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 includes a 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 this Clause 31, but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person (the New Lender)) provided that it shall at the same time assign or transfer to the New Lender a proportionate share of its rights and obligations (in its capacity as a Lender) under or in connection with the other Finance Documents.
(b) Unless the Company and the Facility Agent otherwise agreeagree and except as provided below, an assignment of a part of its rights and a transfer of part of a Commitment or part of its rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000US$5,000,000.
(c) Other than as set out in paragraph (d) below, the 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 occurredis outstanding. The consent of the Company must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent five Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time.
(d) If an Existing Lender transfers all or part of its rights and/or obligations in respect of any Loan or Commitment in a Facility to a New Lender, the Existing Lender shall at the same time transfer to the New Lender the same percentage or, as the case may be, all of its rights and/or obligations in respect of any other Loans or Commitments in the other Facility in which that Existing Lender participates.
(e) An assignment A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility AgentAgent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in the manner set out in subsidiary-paragraph (ii) above, the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to 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)date any assignment or transfer occurs, a fee of €2,500US$1,000.
(ig) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Term and Revolving Credit Facility Agreement (Kellwood Co)
Assignments and transfers by Lenders. participations and sub-participations
(a) 27.2.1 A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person (the New Lender).
(b) 27.2.2 Unless the Company and the Facility Agent otherwise agree, an assignment of a part of its rights and a transfer of part of its a Commitment or rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000£5,000,000.
(c) Other than as set out in paragraph (d) below, the consent of 27.2.3 An Existing Lender must consult with the Company is not required for any no more than five Business Days before it may make an 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 occurredoccurred and is outstanding.
(e) An assignment 27.2.4 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.
27.2.5 A transfer of obligations will only be effective on receipt by only if either:
27.2.5.1 the obligations are novated in accordance with the following provisions of this Clause; or
27.2.5.2 the New Lender confirms to the Facility Agent of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 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) 27.2.6 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)date any assignment or transfer occurs, a fee of €2,500£1,750.
(i) Notwithstanding the provisions of 27.2.7 Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (PPL Energy Supply LLC)
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person 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).
(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 a Commitment or the rights and obligations under this Agreement by an the Existing Lender must be in a minimum Koruna Amount of CZK60,000,000 and in an amount which is an integral multiple of €2,500,000CZK30,000,000.
(c) Other than as set out in paragraph (d) belowAfter the Syndication Date, 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 occurredis outstanding. The consent of the Company must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent five Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time.
(d) The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(e) 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.
(f) An assignment of rights will only be effective on receipt by if the New Lender confirms to the Facility Agent of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) Agent that the New Lender will assume the same it is bound by obligations to the other Finance Parties as under this Agreement equivalent to those it would have been under if it was were 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 A transfer shall of obligations will be effective only if either:
(i) rights are assigned and obligations released and equivalent obligations assumed in accordance with the procedures set out following provisions of this Clause; or
(ii) the New Lender confirms to the Facility Agent and the Company in Clause 31.3 below 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 complied withtransferred to the New Lender.
(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)date any assignment or transfer occurs, a fee of €2,500e1,500.
(i) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Credit Facility Agreement (Telesystem International Wireless Inc)
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement 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 a Commitment or the rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000.
(c) Other than as set out in paragraph (d) below, the The consent of the Company is not required for any assignment or transfer, provided that the Existing Lender shall consult with the Company about any proposed transfer pursuant to this Clause 31for not more than five Business Days.
(d) A transfer of rights and obligations by any Existing Lender under will be effective only if either:
(i) the Revolving Credit Facility shall not be made without obligations are novated in accordance with the consent following provisions 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 this Clause; or
(ii) the New Lender confirms 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 and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender.
(fe) No Lender may Save in relation to any 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 assignment to an Affiliate 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 Existing Lender, 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)date any assignment or transfer occurs, a fee of €2,5001,500.
(if) Notwithstanding the provisions of this Clause 31, Save in relation to any assignment or transfer by a Lender may enter into any participation or sub-participation in relation toto its Affiliate, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default Fronting Bank is outstanding), obtain direct rights required for any assignment or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest any Lender’s rights and obligations in relation to the Tranche D Facility under this Agreement where the credit rating of the assignee or grant transferee is less than A- by S&P or FitchIBCA or A3 by Xxxxx’x for its long-term debt obligations. If the credit rating of security interestany Lender for its long-term debt obligations was A- by S&P or FitchIBCA or A3 by Xxxxx’x when it became a Lender, but subsequently falls below that threshold, the Fronting Bank shall be entitled to require that Lender promptly to transfer its Tranche D Commitment to a person with a credit rating of at least A- by S&P or FitchIBCA or A3 by Xxxxx’x for its long-term debt obligations.
(g) 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.
Appears in 1 contract
Samples: Credit Facility Agreement (Valentia Telecommunications)
Assignments and transfers by Lenders. participations and sub-participations
(a) A Lender (the Existing Lender) may, subject to the following provisions of this SubclauseClause, at any time:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person (the New Lender), provided that any part transfer of Commitments or share in a Loan is in an amount of at least US$5,000,000.
(b) Unless The Facility Agent is not obliged to execute a Transfer Certificate or otherwise give effect to an assignment or transfer until it has completed all know your customer requirements to its satisfaction. The Facility Agent must promptly notify the Company Existing Lender 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 New Lender must be in a minimum amount of €2,500,000if there are any such requirements.
(c) Other than as set out in paragraph (d) belowPrior to the Syndication Date, the consent of an Existing Lender must consult with the Company is not required for any before it may make an assignment or transfer pursuant to this Clause 31transfer.
(d) A transfer of rights and obligations by any Existing Lender under Following the Revolving Credit Facility shall Syndication Date, the prior consent (not to be made without the consent of the Company. The consent unreasonably withheld) of the Company to a transfer of rights and obligations by any Existing Lender under the Revolving Credit Facility must not be unreasonably withheld is required for an assignment 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 Companytransfer. 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 two Business Days after the Existing Lender has requested it, it unless consent is expressly refused by the Company within that time. The consent of the Company is .
(e) Paragraph (d) shall not required apply if the New Lender assignment or transfer is to another Lender or to an Affiliate of a Lender or and paragraphs (c) and (d) shall not apply at any time when an Event of Default has occurredis continuing.
(ef) An assignment A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 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 agreesagrees or in respect of any assignment or transfer during the Syndication Period, 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)date any assignment or transfer occurs, a fee of €US$2,500.
(ih) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
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:
time after the date falling 12 months from the Closing Date assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person bank or financial institution (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 a Commitment or rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000'E'50,000,000 and must be pro rata across all Tranches of the Facility.
(c) Other than as set out in paragraph Unless the Company otherwise agrees, each of the Original Lenders must retain, and may not assign or transfer:
(i) 75 per cent of their original Commitment (and Loans made under that percentage of its original Commitment) for the period between 12 months from the Closing Date and 18 months from the Closing Date; and
(ii) 50 per cent. of their original Commitment (and Loans made under that percentage of its original Commitment) from the date falling 18 months from the Closing Date.
(d) below, the 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 occurredis outstanding (in which latter case an assignment or transfer may only be effected without consent if three Business Days' prior written notice is given to the Company and that notice specifies in reasonable detail the New Lender's name and address). 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 within that time.
(e) An assignment 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.
(f) A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) Agent and the Company 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 corresponding obligations are validly assumed by 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)date any assignment or transfer occurs, a fee of €2,500'E'1,000.
(ih) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Edizione Holding Spa)
Assignments and transfers by Lenders. participations and sub-participations
(a) A Lender (the Existing LenderEXISTING LENDER) may, subject to the following provisions of this Subclause, at any time:
time after the date falling 12 months from the Closing Date assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person bank or financial institution (the New LenderNEW 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 a Commitment or rights and obligations under this Agreement by an the Existing Lender must be in a minimum amount of €2,500,000(euro)50,000,000 and must be pro rata across all Tranches of the Facility.
(c) Other than as set out in paragraph Unless the Company otherwise agrees, each of the Original Lenders must retain, and may not assign or transfer:
(i) 75 per cent of their original Commitment (and Loans made under that percentage of its original Commitment) for the period between 12 months from the Closing Date and 18 months from the Closing Date; and
(ii) 50 per cent. of their original Commitment (and Loans made under that percentage of its original Commitment) from the date falling 18 months from the Closing Date.
(d) below, the 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 occurredis outstanding (in which latter case an assignment or transfer may only be effected without consent if three Business Days' prior written notice is given to the Company and that notice specifies in reasonable detail the New Lender's name and address). 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 within that time.
(e) An assignment 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.
(f) A transfer of obligations will only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) Agent and the Company 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 corresponding obligations are validly assumed by 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)date any assignment or transfer occurs, a fee of €2,5001,000(euro).
(ih) Notwithstanding the provisions of Any reference in this Clause 31, Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may enter into any participation be owed to or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights it under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any other Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
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:
time assign or transfer (iincluding by way of novation) assign any of its rights; or
(ii) transfer any of its rights and obligations (Vertragsübernahme), under this Agreement to any other person bank or financial institution or to a trust, fund or other financial 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).
(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 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 occurredis outstanding. The consent of the Company must not be unreasonably withheld or delayed.
(ec) An assignment 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 only be effective on receipt by 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 of written confirmation by and the New Lender (Company in form and substance satisfactory to the Facility Agent) 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 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.
(he) 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)date any assignment or transfer occurs, a fee of €2,500'E'1,500.
(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) An assignment of rights will only be effective if, at the cost of the Lender, the assignment is notified to the Company by a bailiff (huissier) in accordance with Article 1690 of the French Civil Code.
(h) A new Lender shall not be entitled to receive any greater payments than the Existing Lender would have received had the assignment or transfer not taken place if such increase in payment arises as a result of circumstances existing at the date of assignment or transfer .
(i) Notwithstanding the provisions of this Clause 31, a Lender may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a beneficial interest in a Lender’s rights under this Agreement, or grant a security interest in its rights under this Agreement, provided that no person other than a Lender or an Affiliate of a Lender may, without the consent The liabilities and obligations of the Company (unless an Event Obligors shall not be increased by reason of Default is outstanding), obtain direct rights any assignment or claims against the Company or any other Borrower transfer if such increase arises as a result of that participation, subparticipation, other transaction, transfer circumstances existing at the date of beneficial interest assignment or grant of security interesttransfer.
Appears in 1 contract
Samples: Credit Facility Agreement (International Paper Co /New/)
