Common use of Transfer by a Lender Clause in Contracts

Transfer by a Lender. Subject to Clause 27.4, a Lender (the “Transferor Lender”) may at any time, without any additional costs to, but with the consent (unless the transfer is to an Affiliate of the Transferor Lender or an Event of Default has occurred and is continuing) of, the Agent and the Borrower or any other Security Party (such consent not to be unreasonably withheld or delayed and to be deemed granted within fifteen (15) Business Days from the day it has been sought unless it has been expressly refused within that period, cause: (a) its rights in respect of all or part of its Contribution ; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b), to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (a “Transferee Lender”) which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and (ii) not an Affiliate of the Borrower by delivering to the Agent a completed certificate in the form set out in Schedule 5 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender; provided that the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $20,000,000. Notwithstanding the foregoing, any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall be determined in accordance with Clause 31.

Transfer by a Lender. Subject to Clause 27.426.4, a Lender (the “Transferor Lender”) may at any time, without any additional costs to, but with the consent (unless the transfer is to an Affiliate of the Transferor Lender or an Event of Default has occurred and is continuing) of, the Agent and the Borrower or any other Security Party (such consent not to be unreasonably withheld or delayed and to be deemed granted within fifteen (15) Business Days from the day it has been sought unless it has been expressly refused within that period, time cause: (a) its rights in respect of all or part of its Contribution Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b), ; to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (or a “Transferee Lender”) trust, fund or other entity which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and (iia “Transferee Lender”) not an Affiliate of the Borrower by delivering to the Agent not later than 10 Business Days prior to the proposed transfer date, a completed certificate in the form set out in Schedule 5 4 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender; provided that the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $20,000,000. Notwithstanding the foregoingHowever, any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall will have to be determined dealt with separately in accordance with Clause 31the Agency and Trust Deed. Consent from the Borrower and the Guarantor shall be required (not to be unreasonably withheld or delayed) unless the transfer or assignment is to an affiliate of an existing Lender. The Agent shall notify the Borrower and the Guarantor of each proposed Transfer and the Borrower and the Guarantor shall be deemed to have given consent if no express refusal is notified to the Agent in writing within 5 Business Days of such notification.

Transfer by a Lender. Subject to Clause 27.427.5 and Clause 27.18, a Lender (the “Transferor Lender”) may at any time, without any additional costs to, but with the prior written consent (unless the transfer is to an Affiliate of the Transferor Lender or an Event of Default has occurred and is continuing) of, the Agent and the Borrower or any other Security Party Guarantor (such consent not to be unreasonably withheld or delayed and to be deemed granted within fifteen (15) Business Days from the day it has been sought unless it has been expressly refused within that period), cause: (ai) its rights in respect of all or part of its Contribution Contribution; or (bii) its obligations in respect of all or part of its Commitment; or (ciii) a combination of (ai) and (bii), to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (a “Transferee Lender”) which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets including (without limitation) KEXIM and (ii) not an Affiliate of the Borrower Borrowers by delivering to the Agent a completed certificate in the form set out in Schedule 5 4 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender; Lender provided that the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $20,000,0005,000,000 (unless the entirety of the Transferor Lender’s Contribution and/or Commitment is less than $5,000,000 in which case the Transferor may transfer the entire amount remaining). Notwithstanding the foregoing, any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall be determined in accordance with Clause 31.

Transfer by a Lender. Subject to Clause 27.426.4 (Effective Date of Transfer Certificate), a Lender (the “"Transferor Lender”") may at any time, without any additional costs to, but time with the consent (unless the transfer is to an Affiliate of the Transferor Lender or an Event of Default has occurred and is continuing) of, the Agent and the Borrower or any other Security Party (such consent not to be unreasonably withheld withheld) of the Borrower, Provided that (i) no Default has occurred due to the occurrence of an event of the kind specified in paragraphs (a) or delayed (g) of Clause 19.1 (Events of Default) and to be deemed granted within fifteen (15ii) Business Days from no Event of Default has occurred in which case no consent is required, but without the day it has been sought unless it has been expressly refused within that periodconsent of any other Security Party, cause: (a) its rights in respect of all or part of its Contribution Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b), but subject always to a minimum amount of $10,000,000 (or, if lower, the aggregate of its Commitments and Contributions) and the approval of the Agent, to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or bank, financial institution or trust, fund or other entity (whose assets are managed by a “Transferee Lender”) which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and (iia "Transferee Lender") not an Affiliate of the Borrower by delivering to the Agent a completed certificate in the form set out in Schedule 5 4 (Transfer Certificate) with any modifications approved or required by the Agent (a “"Transfer Certificate”") executed by the Transferor Lender and the Transferee Lender Provided that a Lender may make such transfer (i) to another Lender; provided that (ii) to any wholly owned subsidiary of it, to its parent company or to another subsidiary of its parent company (including, without limitation, pursuant to a merger, de-merger or reorganization) in which case the amount provisions of Clause 26.6 (Lender re-organisation; waiver of Transfer Certificate) shall apply; (iii) 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, which is advised by, or the assets of which are managed or serviced by, a Lender or (iv) to a bank or financial institution which has, at any time previously, been a Lender, in each case without the consent of the Contribution and/or Commitment of Borrower and the Lender which is fee referred to be transferred in Clause 26.11 shall not be less than $20,000,000apply in relation to any such transfer. Notwithstanding the foregoing, However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall will have to be determined dealt with separately in accordance with Clause 31the Agency and Trust Agreement.

Transfer by a Lender. Subject to Clause 27.426.4, a Lender (the “Transferor Lender”) may at any timemay, without any additional costs to, but with the prior written consent (unless the transfer is to an Affiliate of the Transferor Lender Borrower (not to be unreasonably withheld or delayed), such consent deemed to be given if not explicitly refused by the Borrower within 5 Business Days of such request, or without the consent of the Borrower if an Event of Default or a Potential Event of Default has occurred and is continuing) of, the Agent and the Borrower or any other Security Party (such consent not to be unreasonably withheld or delayed and to be deemed granted within fifteen (15) Business Days from the day it has been sought unless it has been expressly refused within that period, cause: (a) its rights in respect of all or part pro rata parts of its Term Contribution and its Revolving Contribution; or (b) its obligations in respect of all or part pro rata parts of its Term Commitment and its Revolving Commitment; or (c) a combination of (a) and (b), ; to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (or a “Transferee Lender”) trust, fund or other entity which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and (iia “Transferee Lender”) not an Affiliate of the Borrower by delivering to the Agent a completed certificate in the form set out in Schedule 5 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender; provided that Lender Provided that: (i) a Lender will not be permitted to make such transfer to Xxxxxxxx Bank; (ii) a Lender may make such transfer to any wholly owned subsidiary of it, to its parent company or to another subsidiary of its parent company without the amount consent of the Contribution and/or Commitment of Borrower and the Lender which is fee referred to be transferred in Clause 26.11 shall not be less than $20,000,000apply in relation to any such transfer. Notwithstanding the foregoing, However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall will have to be determined dealt with separately in accordance with Clause 31the Agency and Trust Deed.

Transfer by a Lender. Subject to Clause 27.4, a Lender (the “Transferor Lender”) may at any time, without any additional costs to, but after consultation with the consent (unless the transfer is to an Affiliate of the Transferor Lender or an Event of Default has occurred and is continuing) of, the Agent and the Borrower or any other Security Party (such consent not to be unreasonably withheld or delayed and to be deemed granted within fifteen (15) Business Days from the day it has been sought unless it has been expressly refused within that periodBorrower, cause: (a) its rights in respect of all or part of its Contribution in an amount of not less than $10,000,000; or (b) its obligations in respect of all or part of its CommitmentCommitment in an amount of not less than $10,000,000; or (c) a combination of (a) and (b), to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (subject, if the transfer or the assumption is to be made before the first Drawdown Date, to the consent of the Borrower which shall not be unreasonably withheld or delayed and which shall be deemed to have been given fifteen business days after being sought unless expressly refused within that period and, for the avoidance of doubt no consent of the Borrower shall be required for any transfer occurring on or after the first Drawdown Date) (each, a “Transferee Lender”) which is (i) is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities asset finance loans or other financial assets related products and (ii) is not an Affiliate of the Borrower Borrower, by delivering to the Agent a completed certificate in the form set out in Schedule 5 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender; provided , provided, however, that the amount of the Contribution and/or Commitment of the Lender which is to be transferred minimum transfer amounts set forth in Clause 27.2 shall not be less than $20,000,000apply when a Transferor Lender transfers all of its right and obligations in respect of its Commitments and Contributions to a Transferee Lender. Notwithstanding the foregoing, any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall be determined in accordance with Clause 31.

Transfer by a Lender. Subject to Clause 27.4, a Lender (the “Transferor Lender”) may at any time, without any additional costs to, but after consultation with the consent (unless the transfer is to an Affiliate of the Transferor Lender or an Event of Default has occurred and is continuing) of, the Agent and the Borrower or any other Security Party (such consent not to be unreasonably withheld or delayed and to be deemed granted within fifteen (15) Business Days from the day it has been sought unless it has been expressly refused within that periodBorrower, cause: (a) its rights in respect of all or part of its Contribution in an amount of not less than $2,000,000; or (b) its obligations in respect of all or part of its CommitmentCommitment in an amount of not less than $2,000,000; or (c) a combination of (a) and (b), to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (subject, if the transfer or the assumption is to be made before the first Drawdown Date, to the consent of the Borrower which shall not be unreasonably withheld or delayed and which shall be deemed to have been given fifteen business days after being sought unless expressly refused within that period and, for the avoidance of doubt no consent of the Borrower shall be required for any transfer occurring on or after the first Drawdown Date) (each, a “Transferee Lender”) which is (i) is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities asset finance loans or other financial assets related products and (ii) is not an Affiliate of the Borrower Borrower, by delivering to the Agent a completed certificate in the form set out in Schedule 5 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender; provided , provided, however, that the amount of the Contribution and/or Commitment of the Lender which is to be transferred minimum transfer amounts set forth in Clause 27.2 shall not be less than $20,000,000apply when a Transferor Lender transfers all of its right and obligations in respect of its Commitments and Contributions to a Transferee Lender. Notwithstanding the foregoing, any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall be determined in accordance with Clause 31.

Transfer by a Lender. Subject to Clause 27.426.4 and the other terms and conditions of this Clause 26.2, a Lender (the “Transferor Lender”) may at any time, without any additional costs to, but with the consent (unless the transfer is to an Affiliate of the Transferor Lender or an Event of Default has occurred and is continuing) of, the Agent and the Borrower or any other Security Party (such consent not to be unreasonably withheld or delayed and to be deemed granted within fifteen (15) Business Days from the day it has been sought unless it has been expressly refused within that period, time cause: (a) its rights in respect of all or part of its Contribution Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b), to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank bank, financial institution, pension scheme or financial institution single purpose vehicle (a “Transferee Lender”) which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and (ii) not an Affiliate of the Borrower by delivering to the Agent a completed certificate in the form set out in Schedule 5 4 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender; provided that the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $20,000,000. Notwithstanding the foregoing, However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall will have to be determined dealt with separately in accordance with the Agency and Trust Agreement. A transfer pursuant to this Clause 3126.2 shall: (i) require the prior written the consent of the Agent; (ii) the Contribution or Commitment (or the combination of the two) being transferred by the Transferor Lender to the Transferee Lender shall not be less than $30,000,000; (iii) be effected without the consent of, but with notice to, the Borrower and without any cost to the Borrower: (A) following the occurrence of an Event of Default; (B) if such transfer is to a subsidiary or any other company or financial institution which is in the same ownership or control as the Transferor Lender; and (iv) require the consent of the Borrower (such consent not to be unreasonably withheld or delayed) in all other circumstances.

Transfer by a Lender. Subject to this Clause 27.426, a Lender (the “"Transferor Lender”") may at any time, without any additional costs to, but with needing the consent (unless the transfer is to an Affiliate or approval of the Transferor Lender or an Event of Default has occurred and is continuing) of, the Agent and the Borrower Borrowers or any other Security Party (such consent not to be unreasonably withheld or delayed and to be deemed granted within fifteen (15) Business Days from but with prior consultation with the day it has been sought unless it has been expressly refused within that periodBorrowers), cause: (a) its rights in respect of all or part of its Contribution Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); or (d) all or part of its credit risk under this Agreement and the other Finance Documents, to be syndicated to or (in the case of its rights) assigned, pledged or transferred to, or (in the case of its obligations) pledged or assumed by, another any other bank or financial institution (or to a “Transferee Lender”) which trust, fund or other entity, provided such other entity is (i) regularly engaged in in, or established for the purpose of of, making, purchasing or investing in loans, securities or other financial assets and (iia "Transferee Lender") not an Affiliate of the Borrower by delivering to the Agent a completed certificate in the form set out in Schedule 5 with any modifications approved or required by the Agent (a “"Transfer Certificate”") executed by the Transferor Lender and the Transferee Lender; provided that Lender Provided that: prior consultation with the amount of the Contribution and/or Commitment of the Lender which is to be transferred Borrowers shall not be less than $20,000,000required for an assignment or transfer by a Transferor Lender under this Clause 26 if the assignment or transfer is to (a) another Lender or an affiliate of a Lender or (b) made at a time when an Event of Default has occurred. Notwithstanding the foregoingHowever, any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall will have to be determined dealt with separately in accordance with Clause 31the Agency and Trust Agreement.

Transfer by a Lender. Subject to Clause 27.426.4, a Lender (the “Transferor Lender”) may at any time, without any additional costs to, but with the prior written consent (unless the transfer is to an Affiliate of the Transferor Lender or an Event of Default has occurred and is continuing) of, the Agent and the Borrower or any other Security Party (such consent not to be unreasonably withheld or delayed and without any cost whatsoever to be deemed granted within fifteen (15the Borrower) Business Days from or without the day it consent of the Borrower if an Event of Default or a Potential Event of Default has been sought unless it has been expressly refused within that periodoccurred and is continuing but without in any case needing the consent of any Security Party, cause: (a) its rights in respect of all or part of its Contribution Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b), to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (a “Transferee Lender”) which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and (ii) not an Affiliate of the Borrower by delivering to the Agent a completed certificate in the form set out in Schedule 5 4 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender; provided Lender Provided that a Lender may make such transfer to any wholly owned subsidiary of it, to its parent company or to another subsidiary of its parent company without the consent of the Borrower. Without prejudice to the foregoing, any such transfer by a Lender shall be subject to the following further conditions: (i) the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $20,000,00020,000,000 or, if less, the remaining amount of its Contribution and Commitment, unless the Agent agrees otherwise; (ii) the Agent shall approve the transfer (such approval not to be unreasonably withheld); and (iii) payment of the fee in accordance with Clause 26.11. Notwithstanding the foregoing, However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall will have to be determined dealt with separately in accordance with Clause 31the Agency and Trust Deed.