Common use of Assignments and transfers by Lenders Clause in Contracts

Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank or financial institution or to a trust, fund or other entity regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets which: (i) is a Qualifying Lender, as defined in Subclause 12.1 (General) (the New Lender); and (ii) has a minimum of two credit ratings of either ‘A-’ or better by Standard & Poor’s, A3 or better by Xxxxx’x or a comparable rating from a nationally recognised credit rating agency for its longer term debt obligations. (b) A transfer of part of a Commitment must be in a minimum amount of at least U.S.$20,000,000 and an integral multiple of U.S.$5,000,000. (c) Unless an Event of Default has occurred which is outstanding, the consent of the Company is required for any assignment or transfer unless the New Lender is another Lender or an Affiliate of a Lender that is a bank or financial institution. The consent of the Company must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time. (d) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Clause; or (ii) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (e) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of U.S.$4,000. (f) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement. (g) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this SubclauseSubclause (in particular, but not limited to, Clause 28.3(g)), at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank or financial institution or to a trust, fund or other entity regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets which: (i) is a Qualifying Lender, as defined in Subclause Clause 12.1 (General) (the New Lender); and (ii) has a minimum of two credit ratings of either ‘A-A’ or better by Standard & Poor’s, A3 A2 or better by Xxxxx’x Moody’s or a comparable rating from a nationally recognised credit rating agency for its longer term debt obligationsobligation. (b) A transfer of part of a Commitment must be in a minimum amount of at least U.S.$20,000,000 and an integral multiple of U.S.$5,000,000. (c) Unless an Event of Default has occurred which is outstanding, the consent of the Company is required for any assignment or transfer unless the New Lender is another Lender or an Affiliate of a Lender that which is a bank or financial institutionSwiss Qualifying Lender. The consent of the Company must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time. For the avoidance of doubt, Clause 28.3(g)) shall apply also after the occurrence of an Event of Default which is outstanding. (d) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Clause; or (ii) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (e) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of U.S.$4,000. (f) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement. (g) Each New Swiss Qualifying Lenders (i) Subject to sub-paragraph (iii) below, no Lender may: (A) assign or transfer any of its rights and obligations under this Agreement to, any person who is not, at the time of such an assignment or transfer, a Swiss Qualifying Lender; or (B) enter into a sub-participation agreement in relation to the Facilities, or any similar arrangement granting rights in the Facilities, (a Sub-Participation Agreement) with any person who is not, at the time of such a sub-participation, a Swiss Qualifying Lender. (ii) Any Lender which enters into a Sub-Participation Agreement in relation to the Facilities shall ensure that: (A) the terms of such Sub-Participation Agreement oblige the sub-participant or other counterparty of a Sub-Participation Agreement (a Sub-Participant) to neither enter into further Sub-Participation Agreements (in relation to the rights between it and such Lender) nor assign or grant any interest over the Sub-Participation Agreement, except in each case to a person who is a Swiss Qualifying Lender; (B) the Sub-Participant enters into an undertaking in favour of each Lender and each Swiss Obligor to abide by the terms included in the Sub-Participation Agreement to reflect paragraph (A) above; and (C) the terms of such Sub-Participation Agreement oblige the Sub-Participant, in respect of any further sub-participation, assignment or grant, to include a term identical to the provisions of this Clause mutatis mutandis, including a requirement that any further Sub-Participant, assignee or grantee enters into such undertaking. (iii) A bank or financial institution, not being a Swiss Qualifying Lender, may only become party hereto as a Lender, and a Lender may only assign (whether by executing way of a Sub-Participation or otherwise) any of its rights and benefits hereunder to a person which is not a Swiss Qualifying Lender pursuant to Clause 28.3(g)(i)(A) if all of the following conditions are met: (i) the Facility Agent (acting on the instructions of the Majority Lenders) has consented thereto, (ii) the Swiss Borrower, if any, and the Company has confirmed in writing (after having obtained all necessary information on the Lenders to make an informed decision) that, after giving effect to the proposed accession of such bank or financial institution as a Lender, there will be not more than 10 non Swiss Qualifying Lenders under this Agreement (or such other figure or test as applicable under the Ten Non-Bank Regulations in force at the relevant Transfer Certificatepoint of time), confirms(iii) the Swiss Borrower (if any) has confirmed in writing that, after giving effect to the proposed accession of such bank or financial institution as a Lender, it is and will remain in compliance with the Twenty Non-Bank Rule and (iv) such bank or financial institution has, as a condition precedent to its becoming a party hereto as a Lender, delivered to the Facility Agent (for and on behalf of itself and the other Finance Parties), upon the Facility Agent’s request, tax rulings from the Swiss Federal Tax Administration satisfactory to the Facility Agent. (iv) For the avoidance of doubt, all parties hereto acknowledge that the Facility Agent has authority number of persons other than Swiss Qualifying Lenders party hereto as Lenders or indirect holders of interest from time to execute on its behalf time may not at any amendment time (also in case there is no Swiss Borrower) or waiver that has been approved by or on behalf under any circumstances exceed ten unless, to the satisfaction of the requisite Lender or Lenders in accordance with this Agreement on or prior to Facility Agent, such number can be exceeded without a breach of the date on which Ten Non-Bank Regulations and the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent Twenty Non-Bank Rule occurring as the Existing Lender would have been had it remained a Lenderresult thereof.

Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this SubclauseClause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank or financial institution or to a trust, fund or other entity regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets which: (i) is a Qualifying Lender, as defined in Subclause Clause 12.1 (General) (the New Lender); and (ii) other than if an Event of Default has occurred which is outstanding, has a minimum of two credit ratings of either ‘A-’ or better higher by Standard & Poor’s, A3 or better higher by Xxxxx’x or a comparable rating from a nationally recognised credit rating agency for its longer term debt obligations, (the New Lender). (b) A transfer of part of a Commitment must be in a minimum amount of at least U.S.$20,000,000 (or its equivalent) and an integral multiple of U.S.$5,000,000U.S.$5,000,000 (or its equivalent). (c) Unless Unless: (i) an Event of Default has occurred which is outstanding; (ii) the assignment or transfer is to a lender which is a lender to the Company under the Existing Facility Agreement on the date of this Agreement; or (iii) the assignment or transfer: (A) is to take place during primary syndication; (B) is to another Lender; or (C) is to an Affiliate of a Lender, provided that, if such transfer or assignment under paragraph (A), (B) or (C) is to take place prior to: (I) in relation to Facility A, the Facility A Final Maturity Date; or (II) in relation to Facility B, the first Utilisation Date of Facility B, such transferee or assignee has a rating that complies with paragraph (a)(ii) above, the consent of the Company is required for any assignment or transfer unless the to a New Lender is another Lender or an Affiliate of a Lender that is a bank or financial institution. Lender. (d) The consent of the Company given pursuant to paragraph (c) must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten 10 Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time. (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; or (ii) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (ef) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of U.S.$4,000. (fg) 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. (gh) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this SubclauseClause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank or financial institution or to a trust, fund or other entity regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets which: (i) is a Qualifying Lender, as defined in Subclause 12.1 Clause 11.1 (General) (the New Lender); and (ii) has a minimum of two credit ratings of either ‘A-’ or better higher by Standard & Poor’s, A3 or better higher by Xxxxx’x or a comparable rating from a nationally recognised credit rating agency for its longer term debt obligations, (the New Lender). (b) A transfer of part of a Commitment must be in a minimum amount of at least U.S.$20,000,000 and an integral multiple of U.S.$5,000,000. (c) Unless Unless: (i) an Event of Default has occurred which is outstanding; (ii) the assignment or transfer is to a lender which is a lender to the Company under the Existing Facility Agreement on the date of this Agreement; or (iii) the assignment or transfer: (A) is to take place during primary syndication; (B) is to another Lender; or (C) is to an Affiliate of a Lender, provided that, if such transfer or assignment under paragraph (A), (B) or (C) is to take place prior to the first Utilisation Date, such transferee or assignee has a rating that complies with paragraph (a)(ii) above, the consent of the Company is required for any assignment or transfer unless the to a New Lender is another Lender or an Affiliate of a Lender that is a bank or financial institution. Lender. (d) The consent of the Company given pursuant to paragraph (c) must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time. (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; or (ii) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (ef) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of U.S.$4,000. (fg) 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. (gh) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.