Change of Lender. Any ECF Lender and any Term Loan Lender may assign any of its rights and benefits or transfer by novation any of its rights, benefits and obligations in respect of this Deed if:
(a) the assignee or transferee has executed an Assignment Agreement or Transfer Certificate (as each such term is defined in the ECF Credit Agreement or the relevant Term Loan Credit Agreement) pursuant to which, amongst other things, the assignee or transferee receives the benefit of the rights and agrees that it will perform all of the obligations which are required to be performed by a Lender under the terms of the ECF Credit Agreement or the relevant Term Loan Credit Agreement (as applicable); and
(b) the ECF Lender or Term Loan Lender has complied with the requirements for such assignment or transfer under its ECF Credit Agreement or the relevant Term Loan Credit Agreement, as applicable.
Change of Lender. The Lender may assign or transfer the Loan and any or all of its rights and obligations under the Loan Agreement at any time during the Investment Term provided it is not unfair to Investors (as defined in Section 12BG of the ASIC Act). If the Lender assigns or transfers the Loan during the Investment Term, the terms of the Loan will not change, and the Loan will continue to be a limited recourse Loan. The expected tax implications of entering into and exiting of the Units at Maturity may change as a result of changes in the taxation laws or changes in interpretation of them by the ATO. Please refer to Section 4 “Taxation” of this PDS for a more detailed description of the taxation of the Units and obtain independent advice that takes into account your specific circumstances. There is a risk that deductions will not be available in respect of the Investor’s interest expense on the Loan. Further, interest that is not deductible would not be included in the reduced cost base of the Unit. As such, interest that is not deductible will not give rise to any capital loss. See further section 4 “Taxation”. You do not have any interest in or rights to the Reference Asset to which the Units relate. Any claim against the Delivery Assets only arises after Maturity and upon taking physical delivery of them.
Change of Lender. (a) A Lender may:
(i) assign any of its rights; or
(ii) transfer by novation any of its rights and obligations, in respect of any Debt Documents or the Liabilities if:
(1) that assignment or transfer is in accordance with the terms of the Facilities Agreement; and
(2) subject to paragraph (b) below, any assignee or transferee has (if not already a Party as a Lender acceded to this Agreement, as a Lender), pursuant to Clause 19.9 (Creditor Accession Undertaking).
(b) Paragraph (a)(ii)(2) above shall not apply in respect of any Debt Purchase Transaction permitted by Clause 29.1 (Permitted Debt Purchase Transactions) of the Facilities Agreement entered into by a Borrower and effected in accordance with the terms of the Debt Documents.
Change of Lender. A Bank Group Lender or Target Group Lender may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Finance Documents or the Liabilities if that assignment or transfer is in accordance with the terms of the Credit Agreement to which it is a party and any assignee or transferee has executed and delivered to each Facility Agent an Accession Deed.
Change of Lender. (a) A Lender under an existing Facility may:
(i) assign any of its rights; or
(ii) transfer by novation any of its rights and obligations, in respect of any Debt Documents or the Liabilities if:
(A) that assignment or transfer is in accordance with the terms of the relevant Facility Agreement to which it is a party; and
(B) subject to paragraph (b) below, any assignee or transferee has (if not already a Party as a Senior Secured Lender or Super Senior Lender, as applicable) acceded to this Agreement, as a Senior Secured Lender or Super Senior Lender, as applicable, pursuant to Clause 22.13 (Creditor/Creditor Representative Accession Undertaking).
(b) Paragraph (a)(ii)(B) above shall not apply in respect of:
(i) any debt buy-back permitted to be undertaken by a Debtor under the relevant Facility Agreement; and
(ii) any Liabilities Acquisition of the Senior Secured Debt Liabilities or Super Senior Liabilities by a member of the Group permitted under the relevant Facility Agreement and pursuant to which the relevant Liabilities are discharged, effected in accordance with the terms of the Debt Documents.
Change of Lender. (A) A Lender may assign any of its rights and benefits or transfer by novation any of its rights, benefits and obligations in respect of any Finance Documents or the Liabilities if:
(i) that assignment or transfer is in accordance with the terms of the Facility Agreement; and
(ii) any assignee or transferee has (if not already party to this Agreement as a Lender acceded to this Agreement, as a Lender, pursuant to Clause 13.5 (Creditor/Agent Accession Undertaking).
(B) For the avoidance of doubt, a person that is party to this Agreement as a Lender and a Hedging Counterparty, shall not cease to be a Hedging Counterparty solely by ceasing to be a Lender.
Change of Lender. A Lender may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Finance Documents to which it is a party or its Liabilities if, in the case of:
(a) a First, or Second Ranking Lender, that assignment or transfer is in accordance with the terms of the Facility Agreement to which it is a party; and
(b) a Hedge Provider, the conditions set out in Clause 5.1 (Identity of Hedge Providers) have been satisfied, and, in each case, any assignee or transferee permitted by this Clause 16.2 has executed and delivered to the Security Agent a Lender Accession Undertaking.
Change of Lender. (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 4.8, 5.1, 5.3, 5.5 or 5.6 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for its Loan (provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage) with the object of avoiding the consequence of the event giving rise to the operation of any such section. Nothing in this subsection shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 4.8, 5.1, 5.3, 5.5 and 5.6.
(b) If any Lender elects to pass through to the Borrower any charge or cost under Sections 4.8, 5.3, 5.5 or 5.6, and no Default exists, the Borrower may elect to terminate such Lender as a party to this Agreement; provided that, prior to or concurrently with such termination, the Borrower must either (i) if the Administrative Agent and each non-terminated Lender consent, pay to the terminated Lender all principal, interest, fees, costs and other Obligations owed to such Lender and accrued through the date of termination (including reimbursement of any funding losses of the type described in Section 5.4 that are incurred because of such termination) and terminate such Lender's Commitment, or (ii) arrange for one or more Eligible Assignees to purchase the rights and duties of the terminated Lender pursuant to Section 11.11.1, in which event the terminated Lender will assign all of such rights and duties to such Eligible Assignees. Prior to arranging for any Person other than an existing Lender to be such an Eligible Assignee, the Borrower shall notify the other Lenders of its intention to replace the terminated Lender and, during the sixty day period after such notice, the other Lenders shall have a right of first refusal to purchase the rights and duties of the terminated Lender, pro rata in accordance with their respective Percentages.
Change of Lender. A Lender may assign any of its rights and benefits or transfer any of its rights, benefits and obligations or sub-participate all or a portion of its interest in respect of any Transaction Documents to which it is a party if that assignment, transfer or sub-participation is in accordance with the terms of the Facility Agreement and any assignee, transferee or sub-participant permitted by this Clause 16.2 has executed and delivered to the Security Trustee and the Borrower a Proceeds Deed Accession Undertaking.
Change of Lender. At any time during the term of a Transaction, CitiTexas (as hereinafter defined) should cease to be a Lender under the Credit Agreement and no Affiliate (as defined in the Credit Agreement) of CitiTexas shall then be a Lender under the Credit Agreement;
