Changes to the Lenders. Assignments and transfers by the Lenders Subject to this Clause 24, a Lender (the "Existing Lender") may:
Changes to the Lenders. 22.1 Assignments and transfers by the Lenders Subject to this Clause 22, a Lender (the “Existing Lender”) may:
(a) assign any of its rights; or
(b) transfer by novation any of its rights and obligations, to another 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”).
Changes to the Lenders. Cessions and delegations by the Lenders Subject to this Clause 23, a Lender (the Existing Lender) may transfer, cede and/or delegate any of its rights under any Finance Document (a Transfer) to an Eligible Institution 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). The Parent hereby consents to any splitting of claims which may arise as a result of a Transfer permitted by this Agreement. Conditions of Transfer The consent of the Parent is required for Transfer by an Existing Lender, unless the Transfer: 23.
3.1.1 is to another Lender or an Affiliate of a Lender; or 23.
3.1.2 takes effect at a time when an Event of Default has occurred and is continuing. The consent of the Parent to a Transfer (if required) must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent 5 (five) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Parent within that time. A Transfer will only be effective if the procedure set out in Clause 23.6 (Procedure for transfer) is complied with. If: 23.
3.4.1 a Lender Transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and 23.
3.4.2 as a result of circumstances existing at the date the Transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross-up and Indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the Transfer or change had not occurred. 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 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. - 73 - conformed copy Gold Fields RCF Agreement_Revised Execution II(14711163.
Changes to the Lenders. 33.1 Assignments and transfers by the Lenders
33.1.1 Subject to this Clause 33, a Lender (the “Existing Lender”) may only:
(a) assign any of its rights to;
(b) transfer any of its rights (including such as relate to that Lender’s participation in each Utilisation) and obligations to; or
(c) enter into any sub-participation agreement in respect of any of its rights and obligations with, another bank or financial institution (the “New Lender”). Such a transfer of its rights and obligations in respect of Facility A must (if it does not relate to the full amount of its Commitment) relate to an integral multiple of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000).
33.1.2 Any such transfer by a Lender of all or, as the case may be, part of its Facility A Commitment must relate to all or, as the case may be, a corresponding pro rata part of its Swingline Commitments or (if it is not itself a Swingline Lender) be accompanied by a transfer of all or, as the case may be, a corresponding pro rata part of the Swingline Commitment of its Affiliate.
33.1.3 A Facility A Lender may not (for the avoidance of doubt) transfer all or any part of any of its rights and obligations as an L/C Lender separately from a transfer of its Facility A Commitment (or a corresponding part thereof).
33.1.4 An L/C Lender may only assign or transfer its rights and obligations as an L/C Lender to a New Lender that is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, , 11 N.Y.C.R.R. pt. 79, as amended from time to time.
33.1.5 The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender.
33.2 Conditions of assignment or transfer
33.2.1 The consent of the Company is required for an assignment, transfer or sub-participation by a Lender but the Company hereby consents to an assignment, transfer or sub-participation to another Lender or an Affiliate of a Lender, provided that such Affiliate is an Acceptable Bank and further provided that such transfer would not cause the Company or the Borrowers to incur Increased Costs under Clause 18.1 (Increased Costs). Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting (including a transfer of Facility Office) in relation to a Utilisation by a Borrower established in France may be effected to a New Lender incorporated, domiciled or acting through a Facility Office situated in a Non-Cooperative Jurisdicti...
Changes to the Lenders. 24.1 Assignments and transfers by the Lenders Subject to this Clause 24, a Lender (the “Existing Lender”) may:
(a) assign any of its rights;
(b) transfer any of its rights and obligations; or
(c) enter into a sub-participation or similar agreement in relation to this Agreement, to another bank or financial institution (the “New Lender”).
Changes to the Lenders. 74 24. CHANGES TO THE OBLIGORS ............................................................................................................................... 78 25. ROLE OF THE FACILITY AGENT, THE MANDATED LEAD ARRANGER AND THE REFERENCE BANKS .................... 80 26. CONDUCT OF BUSINESS BY THE FINANCE PARTIES ............................................................................................. 91 27. SHARING AMONG THE FINANCE PARTIES ........................................................................................................... 91 28.
Changes to the Lenders. Assignments and transfers by the Lenders
Changes to the Lenders. 22.1 Assignments and transfers and changes in Facility Office by the Lenders
(A) (i) assign any of its rights; or
Changes to the Lenders. 23.1 Assignments and transfers by the Lenders
(a) assign any of its rights; or
(b) transfer by novation any of its rights and obligations, under any Finance Document to another 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").
Changes to the Lenders. 25.1 Assignments and transfers by the Lenders
(i) to another Lender or an Affiliate of a Lender;
(ii) to a reputable shipping bank which has a minimum rating of "BBB" at S&P or "Baa" at Xxxxx'x; or
(iii) made at a time when an Event of Default is continuing.
