Assignments and transfers by Lenders. (a) Subject to Clause 27.5 but without further cost to the Owner, a Lender (the Existing Lender) may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or other financial institution or other entity which is regularly engaged in or established for the purpose of making, issuing, purchasing or investing in loans, securities and other financial assets (the New Lender). (b) Any Eksportfinans Lender may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to GIEK. (c) The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The Facility Agent must promptly notify the Existing Lender and the New Lender if there are any such requirements. (d) A transfer of obligations will be effective only if the obligations are novated in accordance with the following provisions of this Clause 27. (e) On the transfer becoming effective in this manner, the relevant Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (f) Any reference in the Finance Documents to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance Documents. (g) The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of this Clause 27. (h) Each Lender agrees not to effect any assignment or transfer under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its equivalent rights and/or obligations under the Sister Loan Agreement.
Appears in 8 contracts
Samples: Credit Facility Agreement (Ocean Rig UDW Inc.), Credit Facility Agreement (Ocean Rig UDW Inc.), Credit Facility Agreement (Ocean Rig UDW Inc.)
Assignments and transfers by Lenders. (a) Subject to Clause 27.5 but without further cost to the Owner, a 29.2.1 A Lender (the Existing Lender) may may, subject to the following provisions of this Clause 29, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or other bank, financial institution or trust, fund or other entity which is regularly engaged in or established for the purpose of making, issuing, purchasing or investing in loans, securities and or other financial assets (the New Lender).
(b) Any Eksportfinans Lender may at any time assign 29.2.2 Unless the Company and the Facility Agent otherwise agree, an assignment or transfer (including by way of novation) any part of its a Commitment or rights and obligations under this Agreement to GIEKby the Existing Lender must be in a minimum amount of £5,000,000.
(c) 29.2.3 An Existing Lender must consult with the Company for no more than five Business Days before it may make an assignment or transfer unless the New Lender is another Lender or an Affiliate of a Lender or an Event of Default has occurred and is outstanding.
29.2.4 The Facility Agent is not obliged to accept an assignment or 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 29.2.5 An assignment of rights or a transfer of rights and obligations will be effective only if either:
(a) the obligations are novated in accordance with the following provisions of this Clause 27.29; or
(eb) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the assignment or transfer becoming effective in this manner, manner the relevant Existing Lender will be released from its rights and obligations under this Agreement to the extent that they are assigned or transferred to the New Lender.
(f) 29.2.6 Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of £2,000.
29.2.7 Any reference in the Finance Documents this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance Documents.
(g) The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of this Clause 27.
(h) Each Lender agrees not to effect any assignment or transfer under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its equivalent rights and/or obligations under the Sister Loan Agreement.
Appears in 2 contracts
Samples: Multicurrency Revolving Facilities Agreement (PPL Energy Supply LLC), Multicurrency Revolving Facilities Agreement (PPL Energy Supply LLC)
Assignments and transfers by Lenders. (a) Subject to Clause 27.5 but without further cost to the Owner, a A Lender (the Existing Lender) may may, subject to the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or other financial institution or to a trust or fund or other entity person which is regularly engaged in or established for the purpose of making, issuing, purchasing or investing in loans, securities and or other financial assets (the New Lender).
(b) Any Eksportfinans Lender may provided that it shall at any the same time assign or transfer (including by way of novation) any to the New Lender a proportionate share of its rights and obligations (in its capacity as Lender) under this Agreement to GIEKor in connection with the other Finance Documents.
(cb) 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.
(dc) A transfer of obligations will be effective only if the obligations are novated in accordance with the following provisions of this Clause 27Subclause 28.3.
(d) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of USD1,000.
(e) On the transfer becoming effective in this manner, the relevant Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.
(f) Any reference in the Finance Documents this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance Documentsthis Agreement.
(gf) The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following Notwithstanding any transfer under and in accordance with the other provisions of this Clause 27.
(h) Each Clause, a Lender agrees not to effect may sub-participate or sub-contract all or any assignment or transfer part of its obligations under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its equivalent rights and/or obligations under the Sister Loan Agreement.
Appears in 1 contract
Samples: Credit Agreement (Merix Corp)
Assignments and transfers by Lenders. (a) Subject to Clause 27.5 but without further cost to the Owner, a A Lender (the Existing Lender) may may, subject to the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or other another bank, financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, issuing, purchasing or otherwise investing in loans, securities and or other financial assets (the New Lender).
(b) Any Eksportfinans Lender may at any time assign Unless the Borrower and the Facility Agent otherwise agree, a transfer of part of a Commitment or transfer (including by way of novation) any of its the rights and obligations under this Agreement to GIEKby the Existing Lender must be in a minimum amount of five million Dollars (US$5,000,000).
(c) The Facility Agent consent of the Borrower and the Issuing Bank 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 required for any assignment or transfer unless the New Lender if there are any such requirementsis another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuing. The consent of the Borrower must not be unreasonably withheld or delayed.
(d) A transfer of obligations will be effective only if if:
(i) the obligations are novated in accordance with the following provisions of this Clause 27.Clause; and
(eii) the New Lender confirms to the Facility Agent and the Borrower in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner, manner the relevant Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender; and
(iii) in the event that the Subordination Deed is in full force and effect, the New Lender enters into the Subordination Deed by a Deed of Accession (as defined in the Subordination Deed).
(e) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of three thousand five hundred Dollars (US$3,500).
(f) Any reference in the Finance Documents this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance Documents.
(g) The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of this Clause 27.
(h) Each Lender agrees not to effect any assignment or transfer under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its equivalent rights and/or obligations under the Sister Loan Agreement.
Appears in 1 contract
Assignments and transfers by Lenders. (a) Subject to Clause 27.5 but without further cost to the Owner, a 29.2.1 A Lender (the Existing Lender) may may, subject to the following provisions of this Clause 29, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or other bank, financial institution or trust, fund or other entity which is regularly engaged in or established for the purpose of making, issuing, purchasing or investing in loans, securities and or other financial assets (the New Lender).
(b) Any Eksportfinans Lender may at any time assign 29.2.2 Unless the Company and the Facility Agent otherwise agree, an assignment or transfer (including by way of novation) any part of its a Commitment or rights and obligations under this Agreement to GIEKby the Existing Lender must be in a minimum amount of £5,000,000.
(c) 29.2.3 An Existing Lender must consult with the Company for no more than five Business Days before it may make an assignment or transfer unless the New Lender is another Lender or an Affiliate of a Lender or an Event of Default has occurred and is outstanding.
29.2.4 The Facility Agent is not obliged to accept an assignment or 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 29.2.5 An assignment of rights or a transfer of rights and obligations will be effective only if either:
(a) the obligations are novated in accordance with the following provisions of this Clause 27.29; or
(eb) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the assignment or transfer becoming effective in this manner, manner the relevant Existing Lender will be released from its rights and obligations under this Agreement to the extent that they are assigned or transferred to the New Lender.
(f) 29.2.6 Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of £1,750.
29.2.7 Any reference in the Finance Documents this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance Documents.
(g) The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of this Clause 27.
(h) Each Lender agrees not to effect any assignment or transfer under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its equivalent rights and/or obligations under the Sister Loan Agreement.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (PPL Energy Supply LLC)
Assignments and transfers by Lenders. (a) Subject to Clause 27.5 but without further cost to the Owner, a A Lender (the Existing Lender) may may, subject to the following provisions of this Clause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or other financial institution or to a Fund or other entity which is regularly engaged in or established for the purpose of making, issuing, purchasing or investing in loans, securities and or other financial assets (the New Lender).
(b) Any Eksportfinans Lender may at any time assign , provided that, in the case of a partial assignment or transfer (including by way of novation) of any of its rights and obligations under this Agreement obligations, a minimum amount of e5,000,000 (unless to GIEKa Bank Affiliate of a Lender) must be assigned or transferred.
(b) Without limitation to the generality of paragraph (a), a New Lender may be a bank or financial institution or a trust or fund 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.
(c) Notwithstanding paragraph (a) above, a transfer by one or more Existing Lenders to a Fund must be in an amount such that the Fund and its Related Funds taken together will have a Commitment in a minimum amount of e1,000,000. For the purposes of this Clause, Funds are Related Funds if they are managed or advised by the same investment manager or advisor or, if managed by different investment managers or advisors, the investment advisors or managers are Affiliates.
(d) 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 it is required to carry out in relation to such assignment or transfer. 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.
(de) A transfer of obligations will be effective only if either:
(i) the obligations are novated in accordance with the following provisions of this Clause 27.27.3 (Procedure for transfer by way of novation); or
(eii) the New Lender confirms to the Facility Agent and KDG in form and substance satisfactory to the Facility Agent and KDG that it is bound by the terms of this Agreement as a Lender and by the terms of the Priority Agreement as a Senior Creditor (as defined in the Priority Agreement). On the transfer becoming effective in this manner, manner the relevant Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.
(f) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of e1,500.
(g) Any reference in the Finance Documents this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance Documents.
(g) The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of this Clause 27Agreement.
(h) Each A Lender agrees not to effect any assignment or transfer may sub-participate its obligations and/or rights under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its equivalent rights and/or obligations under the Sister Loan Agreement.
Appears in 1 contract
Assignments and transfers by Lenders. (a) Subject to Clause 27.5 but without further cost to the Owner, a A Lender (the Existing Lender) may may, subject to the following provisions of this Clause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or other financial institution or other entity which is regularly engaged in or established for the purpose of making, issuing, purchasing or investing in loans, securities and other financial assets (the New Lender).
(b) Any Eksportfinans Lender may at The prior written consent of the Company is required for any time assign assignment or transfer (including by way unless the New Lender is another Original Lender or an Affiliate of novation) an Original Lender or if an Event of Default has occurred and is outstanding under any of its rights Clause 22.2 (Non-payment) or Clauses 22.6 (Insolvency) to 22.11 (Analogous proceedings) inclusive. However, the prior consent of the Company must not be unreasonably withheld or delayed and obligations under this Agreement will be deemed to GIEKhave been given if, within 10 Business Days of receipt by the Company of an application for consent, it has not been expressly refused.
(c) The prior written consent of the relevant Issuing Bank is required for any assignment or transfer by a Medium-Term 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 unless the New Lender if there are any such requirementshas a credit rating from Standard and Poor’s of BBB+ or higher or an equivalent rating from Xxxxx’x.
(d) An assignment of rights will only be effective if the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by obligations to the other Finance Parties under this Agreement equivalent to those it would have been under if it were an Original Lender.
(e) A transfer of obligations will be effective only if either:
(i) the rights are assigned, the corresponding obligations released and equivalent obligations assumed in accordance with the following provisions of this Clause; or
(ii) the obligations are novated in accordance with the following provisions of this Clause 27.
(e) On the transfer becoming effective in this manner, the relevant Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New LenderClause.
(f) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of €1,500.
(g) Any reference in the Finance Documents this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance Documents.
(g) The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of this Clause 27Agreement.
(h) Each In the case of an assignment, the Existing Lender agrees not and the New Lender shall ensure that the assignment is notified by bailiff (huissier) to effect any assignment or the Company in accordance with Article 1690 of the French Civil Code.
(i) A Lender may only transfer under this its rights and obligations in its capacity as Issuing Bank if it complies with Clause 27 without simultaneously effecting a pro rata assignment or transfer 23.17 (Resignation of its equivalent rights and/or obligations under the Sister Loan AgreementIssuing Banks).
Appears in 1 contract
Samples: Multicurrency Revolving Credit and Guarantee Facility (Rhodia)