Common use of Transfers by Interim Lenders Clause in Contracts

Transfers by Interim Lenders. (a) An Interim Lender (an Existing Interim Lender) may: (i) assign any of its rights and benefits; or (ii) transfer by novation any of its rights, benefits and obligations, under the Interim Documents 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 (a New Interim Lender). (b) Subject to paragraph (e) below, any assignment, transfer, participation or other syndication of any rights, benefits and/or obligations under the Interim Documents by an Interim Lender shall require the prior written consent of Bidco if prior to the expiry of the Certain Funds Period. (c) After the expiry of the Certain Funds Period and subject to paragraph (d) below, any assignment, transfer, participation or other syndication of any rights, benefits and/or obligations under the Interim Documents by an Interim Lender shall require the prior written consent of Bidco unless such assignment, transfer, participation or other syndication of any rights, benefits and/or obligations is to an Existing Interim Lender or an Affiliate of an Existing Interim Lender or any event or circumstance specified in paragraph 1 (Payment Default), paragraph 5 (Insolvency), paragraph 6 (Insolvency Proceedings) or paragraph 7 (Analogous Proceedings) in Part III (Major Defaults) of Schedule 5 (Major Representations, Major Undertakings and Major Defaults) has occurred and is continuing. (d) Notwithstanding anything to the contrary in this Agreement, any assignment, transfer, participation or other syndication of any rights, benefits and/or obligations under the Interim Documents involving a person which is (or would be on becoming an Interim Lender) an Industrial Competitor shall require the prior written consent of Bidco.

Transfers by Interim Lenders. (a) An Subject to paragraph (b) and (c) below, an Interim Lender (an Existing Interim Lender) may: (i) may assign any of its rights and or benefits; or (ii) , or transfer by novation or sub-participate any of its rights, rights or benefits and obligations, obligations under the or by reference to any Interim Documents 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 (a New Interim Lender). (b) Subject to paragraph (e) below, any Any assignment, transfer, transfer or a sub-participation (which includes the grant or other syndication assignment of any or provision for voting rights, benefits and/or obligations under the Interim Documents ) by an Interim Lender shall require the prior written consent of Bidco if shall: (i) on or prior to the expiry of the Certain Funds Period., require the prior written consent of the Obligors’ Agent (in its sole discretion); and (cii) After after the expiry of the Certain Funds Period and subject to paragraph (d) belowPeriod, any assignment, transfer, participation or other syndication of any rights, benefits and/or obligations under the Interim Documents by an Interim Lender shall require the prior written consent of Bidco the Obligors’ Agent (such consent not to be unreasonably withheld or delayed and provided that the Obligors’ Agent shall be deemed to have given its consent on the date falling 10 Business Days after the date on which the applicable Existing Interim Lender requested such consent unless consent is expressly refused by the Obligors’ Agent within that time period) unless: (A) such assignment, transfer, transfer or sub-participation or other syndication of any rights, benefits and/or obligations is to an Existing another Interim Lender or an Affiliate or Related Fund of an Existing Interim Lender Lender; or (B) a Major Event of Default has occurred and is continuing provided that, in all cases (and regardless of whether a Major Event of Default has occurred and is continuing) no assignment, transfer or sub- participation shall be made to any event of the following persons unless the prior written consent of the Obligors’ Agent (in its sole discretion) is obtained: (1) a Disqualified Xxxxxx or circumstance specified a person acting on behalf of a Disqualified Xxxxxx; or (2) any person that is (or would, upon becoming an Interim Lender, be) a Defaulting Lender, and further provided that, in paragraph 1 all cases (Payment Default)other than where a Major Event of Default under paragraphs 1, paragraph 5 (Insolvency), paragraph 6 (Insolvency Proceedings) or paragraph and 7 (Analogous Proceedings) in of Part III (Major DefaultsEvents of Default) of Schedule 5 (Major Representations, Major Undertakings and Major DefaultsEvents of Default) has occurred and is continuing) no assignment, transfer or sub-participation shall be made to a Loan to Own/Distressed Investor unless the prior written consent of the Obligors’ Agent (in its sole discretion) is obtained. (c) The Obligors’ Agent may require the Interim Finance Parties to provide (and the Interim Finance Parties shall provide) information in reasonable detail regarding the identities and participations of each of the Interim Lenders and any sub-participants as soon as reasonably practicable after receipt of such request. (d) Notwithstanding anything Each New Interim Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Interim Facility Agent has authority to execute on its behalf any consent, release, waiver or amendment that has been approved by the applicable Existing Interim Lender in accordance with this Agreement on or prior to the contrary date on which the transfer or assignment becomes effective in accordance with this Agreement, any assignment, transfer, participation Agreement and that it is bound by that agreement or other syndication of any rights, benefits and/or obligations under consent to the same extent as the Existing Interim Documents involving a person which is (or Lender would be on becoming have been had it remained an Interim Lender. (e) Notwithstanding any other provision in this Clause 22, if prior to the end of the Certain Funds Period, an Industrial Competitor Existing Interim Lender transfers or assigns any of its rights and obligations under any Interim Finance Document in accordance with this Clause 22, it shall require remain on risk and liable to fund any amount which any New Interim Lender (or subsequent New Interim Lender), following such transfer of rights and obligations in accordance with this Clause 22, is obliged to fund on any date during the prior written consent Certain Funds Period, but has failed to fund on that date, as if such transfer never occurred. (f) Any reference in this Agreement to an Interim Lender includes a New Interim Lender but excludes an Interim Lender if no amount is or may become owed to it under this Agreement. (g) Unless the Interim Facility Agent agrees otherwise and excluding an assignment or transfer by an Interim Lender to its Affiliate or Related Fund, the New Interim Lender shall, on or before the date upon which an assignment or transfer to it takes effect pursuant to this Clause 22, pay to the Interim Facility Agent (for its own account) a fee of Bidco$3,500.

Transfers by Interim Lenders. (a) An Subject to the provisions of this Clause 22.2 and Clause 22.3 (Increased costs), an Interim Lender (an the Existing Interim Lender) may: (i) assign any of its rights or transfer by novation any of its rights and benefitsobligations under any Interim Document; or (ii) transfer by novation enter into any of its rightsSub-Participation, benefits and obligationsto or with banks, under the Interim Documents to another bank or financial institution or to institutions (including a trust), fund funds or other entity entities, in each case which is regularly are engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a the New Interim Lender). (b) Subject to paragraph (e) below, any assignment, transfer, participation On or other syndication of any rights, benefits and/or obligations under the Interim Documents by an Interim Lender shall require the prior written consent of Bidco if prior to the expiry of the Certain Funds Period, the prior written consent of the Company (in its sole and absolute discretion and, for the avoidance of doubt, never deemed granted) is required for any assignment, transfer or Sub- Participation other than in respect of any transfer, assignment or Sub- Participation by an Interim Lender to its Affiliate or Related Fund which has been approved and cash confirmed by the Financial Advisor in connection with each of the Company’s and the Financial Advisor’s obligations under Rules 2.7(d) and 24.8 of the Takeover Code, provided that such approval and cash confirmation from the Financial Advisor shall not be required where the relevant Interim Lender: (i) remains liable and responsible for the performance of the proposed transferee’s, assignee’s or sub-participant’s obligations and is not released from its obligations under this Agreement to fund Interim Facility B during the Certain Funds Period in the event that the proposed transferee, assignee or sub-participant fails to do so; and (ii) retains exclusive control over all rights and obligations with respect to its Interim Commitments notwithstanding any other term of this Agreement (including, without limitation, all rights and obligations with respect to waivers, consents, modifications, amendments and confirmations in relation to the Interim Documents). (c) After the expiry of the Certain Funds Period and subject to paragraph (d) belowPeriod, any assignment, transfer, participation or other syndication of any rights, benefits and/or obligations under the Interim Documents by an Interim Lender shall require the prior written consent of Bidco unless such the Company (in its sole and absolute discretion and, for the avoidance of doubt, never deemed granted) shall be required for any assignment, transfertransfer or Sub- Participation (where voting rights pass or might pass) of Interim Facility B, participation unless the assignment, transfer or other syndication of any rights, benefits and/or obligations is Sub-Participation is: (i) to an Existing entity on the Approved List; (ii) to another Interim Lender or Lender, an Affiliate of an Existing Interim Lender or any event or circumstance specified in paragraph 1 a Related Fund of an Interim Lender; or (Payment Default), paragraph 5 (Insolvency), paragraph 6 (Insolvency Proceedingsiii) or paragraph 7 (Analogous Proceedings) in Part III (made at a time when a Major Defaults) Event of Schedule 5 (Major Representations, Major Undertakings and Major Defaults) has occurred and Default is continuing. (d) Notwithstanding anything to the contrary any other provision in this Agreement, any no assignment, transfer, participation transfer or other syndication of Sub-Participation may be made at any rights, benefits and/or obligations under the Interim Documents involving a time to: (i) an Industry Competitor; (ii) any person which that is (or would be on would, upon becoming an Interim Lender, be) a Defaulting Interim Lender; or (iii) unless a Major Event of Default is continuing, a Loan to Own/Distressed/Equity Investor. (e) An assignment or transfer of part of an Industrial Competitor Interim Xxxxxx’s participation in Interim Facility B must be: (i) in a minimum amount (when aggregated with any participation of that Interim Lender’s Affiliates and Related Funds subject to the same assignment or transfer) of USD 2 million (or its equivalent) provided that, subject to paragraph (ii) below, such minimum amount shall require not apply to an assignment or transfer by an Interim Lender to its Affiliates or Related Funds; and (ii) in an amount such that that Interim Lender’s remaining participation (when aggregated with the prior written consent participation of Bidcothat Interim Lender’s Affiliates and Related Funds) is in a minimum amount of USD 2 million (or its equivalent) or, where the Interim Lender is assigning or transferring all of its Interim Commitments, zero. (f) If an Existing Interim Lender has consented to a waiver or amendment under any Interim Document then the relevant New Interim Lender shall be deemed to have consented to that waiver or amendment.

Transfers by Interim Lenders. (a) An Subject to paragraphs (b) – (d) below, an Interim Lender (an Existing Interim Lender) may: (i) may assign any of its rights and or benefits; or (ii) , or transfer by novation or sub-participate any of its rights, rights or benefits and obligations, obligations under the or by reference to any Interim Documents Finance Document to (x) an Affiliate and/or any Existing Interim Lender (a Permitted Interim Lender Transferee) or (y) 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 (together with a Permitted Interim Lender Transferee, a New Interim Lender). (b) Subject to paragraph paragraphs (ec) and (d) below, any assignment, transfer, sub-participation or other syndication of any rights, benefits and/or obligations under or by reference to the Interim Finance Documents by an Interim Lender shall require the prior written consent of Bidco the Obligors' Agent (in its sole and absolute discretion) to a New Interim Lender that is not a Permitted Interim Lender Transferee, provided that if such assignment, transfer, sub-participation or other syndication occurs on or prior to the expiry end of the Certain Funds Period.Period (the Pre-Closing Transferred Commitments) the Existing Interim Lender shall: (ci) After fund the Pre-Closing Transferred Commitments in respect of any applicable Interim Loan by 9:30 a.m. on the applicable Drawdown Date if that New Interim Lender has failed to so fund (or has confirmed that it will not be able to fund) on the applicable Drawdown Date in respect of the relevant Interim Facility or Interim Facilities; and (ii) retain exclusive control over all rights and obligations with respect to the Pre-Closing Transferred Commitments, including all rights with respect to waivers, consents, modifications, amendments and confirmations as to satisfaction of the requirement to receive all of the documents and other evidence listed in Part II (Conditions Precedent to Interim Closing Date) Schedule 3 (Conditions Precedent) until after the expiry of the Certain Funds Period (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations). (c) An Interim Lender may only sub-participate or enter into other back-to-back arrangements with the prior written consent of the Obligors' Agent (in its sole and subject absolute discretion) or if: (i) such sub-participation or other arrangement shall not reduce the Interim Commitments or other obligations of any Interim Finance Party with respect to paragraph any of the Interim Facilities and each Interim Finance Party shall remain liable to fund the full amount of its commitments under the Interim Facilities; and (ii) each Interim Finance Party retains exclusive control over all rights and obligations in relation to its Interim Commitments and the Interim Facilities, including all rights in relation to waivers, consents, modifications, amendments and confirmations as to satisfaction of the requirement to receive all of the documents and other evidence listed in Part II (Conditions Precedent to Interim Closing Date) Schedule 3 (Conditions Precedent) until after the expiry of the Certain Funds Period (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations). (d) belowFollowing expiry of the Certain Funds Period, the Obligors' Agent's consent to any transfer, assignment or sub-participation shall not be unreasonably withheld or delayed and shall be deemed to be given if the Obligors' Agent has not responded to a consent request within ten (10) Business Days. (e) In respect of transfers which require the consent of the Obligor's Agent only, the Obligors' Agent may require the Interim Finance Parties to provide information in reasonable detail regarding the identities and participations of each of the Interim Lenders and any sub-participants as soon as reasonably practicable after receipt of such request, provided that an Interim Lender shall not be required to disclose the identity of a sub-participant if that Interim Lender retains exclusive control over all rights and obligations in relation to the commitments that are the subject of the relevant sub-participation, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations). (f) Each New Interim Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Interim Facility Agent has authority to execute on its behalf any consent, release, waiver or amendment that has been approved by the applicable Existing Interim Lender 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 agreement or consent to the same extent as the Existing Interim Lender would have been had it remained an Interim Lender. (g) Notwithstanding any other provision of this Agreement, no Obligor or other Group Company shall be liable to any other Party (by way of reimbursement, indemnity or otherwise) for any stamp, transfer or registration taxes, notarial and security registration or perfection fees, costs or other amounts payable by any Party in connection with any re-taking, re-notarisation, perfection, presentation, novation, re-registration of any Interim Security or otherwise in connection with any assignment, transfer, sub-participation or other syndication back-to-back arrangement. (h) Notwithstanding any other provision in this Clause 24, if prior to the end of any rightsthe Certain Funds Period, benefits and/or obligations under the Interim Documents by an Interim Lender shall require the prior written consent of Bidco unless such assignment, transfer, participation or other syndication of any rights, benefits and/or obligations is to an Existing Interim Lender transfers or assigns any of its rights and obligations under any Interim Finance Document in accordance with this Clause 24, it shall remain on risk and liable to fund any amount which any New Interim Lender (or subsequent New Interim Lender), following such transfer of rights and obligations in accordance with this Clause 24, is obliged to fund on the Interim Closing Date, but has failed to fund on that date, as if such transfer never occurred. (i) Any reference in this Agreement to an Interim Lender includes a New Interim Lender but excludes an Interim Lender if no amount is or may become owed to it under this Agreement. (j) Unless the Interim Facility Agent agrees otherwise and excluding an assignment or transfer: (i) to an Affiliate of an Existing Interim Lender; or (ii) to a Related Fund, the New Interim Lender shall, on or any event before the date upon which an assignment or circumstance specified in paragraph 1 (Payment Default)transfer to it takes effect pursuant to this Clause 24, paragraph 5 (Insolvency), paragraph 6 (Insolvency Proceedings) or paragraph 7 (Analogous Proceedings) in Part III (Major Defaults) of Schedule 5 (Major Representations, Major Undertakings and Major Defaults) has occurred and is continuing. (d) Notwithstanding anything pay to the contrary in this Agreement, any assignment, transfer, participation or other syndication Interim Facility Agent (for its own account) a fee of any rights, benefits and/or obligations under the Interim Documents involving a person which is (or would be on becoming an Interim Lender) an Industrial Competitor shall require the prior written consent of Bidco$4,000.

Transfers by Interim Lenders. (a) An Subject to paragraphs (b)(a) to (d) below, an Interim Lender (an “Existing Interim Lender”) may: (i) may assign any of its rights and or benefits; or (ii) , or transfer by novation or sub-participate any of its rights, rights or benefits and obligations, obligations under the or by reference to any Interim Documents 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 (a “New Interim Lender”). (b) Subject to paragraph (eparagraph(a) below, any assignment, transfer, participation or other syndication of any rights, benefits and/or obligations under the Interim Documents by an Interim Lender shall require the prior written consent of Bidco if prior to the expiry of the Certain Funds Period. (c) After the expiry of the Certain Funds Period and subject to paragraph (d) below, any assignment, transfer, participation or other syndication (or other arrangement or transaction having similar effect) of any rights, benefits and/or obligations under or by reference to the Interim Documents by an Interim Lender (a “Debt Purchase Transaction”) must be in a minimum amount of GBP1,000,000 and (other than in the case of a Debt Purchase Transaction pursuant to paragraphs (ii)(B) or (ii)(C)) notified to the Obligors’ Agent at least five (5) Business Days in advance (including as to the identity of the proposed New Interim Lender or other counterparty) and in addition: (i) prior to the end of the Certain Funds Period, any Debt Purchase Transaction shall require the prior written consent of Bidco unless the Obligors’ Agent (in its sole and absolute discretion); and (ii) after the end of the Certain Funds Period, any Debt Purchase Transaction shall require the prior written consent of the Obligors’ Agent (in its sole and absolute discretion) unless: (A) such assignmentDebt Purchase Transaction is entered into (i) if such Debt Purchase Transaction is in respect to Interim Bridge Facility, transfer, participation or other syndication of any rights, benefits and/or obligations is to an Existing with another Interim Lender or (ii) if such Debt Purchase Transaction is in respect to the Interim Revolving Facility, with another Interim Revolving Lender; (B) such Debt Purchase Transaction is entered into with an Affiliate or a Related Fund of an the Existing Interim Lender or any event or circumstance specified in Lender; or (C) a Major Event of Default has occurred and is continuing under paragraph 1 (Payment Default)) in respect of interest or principal in respect of any Interim Facility, paragraph 5 (Insolvency), paragraph ) or 6 (Insolvency Proceedings) or paragraph 7 (Analogous Proceedings) in of Part III (Major DefaultsEvents of Default) of Schedule 5 6 (Major Representations, Major Undertakings and Major DefaultsEvents of Default) has occurred (“Transfer Event of Default”). (c) Subject to paragraph(a) (d) below, an Interim Lender may only sub-participate or enter into other back-to-back arrangements with the prior written consent of the Obligors’ Agent (in its sole and absolute discretion) or if: (i) such sub-participation or other arrangement shall not reduce the Interim Commitments or other obligations of any Interim Finance Party with respect to any of the Interim Facilities and each Interim Finance Party shall remain liable to fund the full amount of its commitments under the Interim Facilities; (ii) such sub-participation or other arrangement is continuingentered into with a person to whom the Interim Finance Party will be permitted to transfer commitments under all the Long-term Financing Agreements, including in accordance with any syndication strategy and approved list as agreed by the Obligors’ Agent and as contemplated in the Commitment Documents; and (iii) each Interim Finance Party retains exclusive control over all rights and obligations in relation to its Interim Commitments and the Interim Facilities, including all rights in relation to waivers, consents, modifications, amendments and confirmations as to satisfaction of the requirement to receive all of the documents and other evidence listed in Schedule 4 (Conditions Precedent) until after the expiry of the Certain Funds Period (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations). (d) Notwithstanding anything to the contrary in this Agreementcontrary, any assignment, transfer, Debt Purchase Transaction or any sub-participation or other syndication back-to-back arrangement under paragraph (c) above at any time (whether entered into prior to or after the end of any rights, benefits and/or obligations under the Interim Documents Certain Funds Period) (the “Overriding Restrictions”): (i) involving a person which is (or would be on becoming an Interim Lender) a Defaulting Lender; (ii) involving a person which is an Industrial Competitor shall Industry Competitor; (iii) unless a Transfer Event of Default has occurred and is continuing, involving a person which is (or would be on becoming an Interim Lender), a Loan to Own/Distressed Investor; or (iv) unless a Transfer Event of Default has occurred and is continuing, involving any utilisation or commitment under the Interim Revolving Facility and a potential Interim Lender (or other counterparty) which is not a bank with a long-term corporate credit rating equal to or better than Baa3/BBB- as applicable, according to at least two of Xxxxx’x, Standard & Poor’s and Fitch; or (v) involving any entity which is the subject of Sanctions, shall, in each case, require the prior written consent of Bidcothe Obligors’ Agent (in its sole discretion). (e) Notwithstanding anything to the contrary, in respect of any Debt Purchase Transaction entered into prior to the end of the Certain Funds Period: (i) each Original Interim Lender shall remain liable for all its obligations under the Interim Documents and in the event that any entity to whom any syndication, transfer, assignment or participation arrangement is made or entered into is or becomes a Defaulting Lender, or defaults on or otherwise does not fulfil its obligation to fund by 9:30 a.m. (London time) on the required utilisation date, such Original Interim Lender shall remain on risk and agrees to fund and provide the amount that such entity was required to provide as soon as reasonably practicable on the applicable Drawdown Date; and (ii) each Original Interim Lender shall retain exclusive control over all rights and obligations with respect to its underwrite and commitments under the Interim Documents, including, without limitation, all rights with respect to voting rights, amendments, waivers, consents, modifications and confirmations as to satisfaction of all conditions precedents until the end of the Certain Funds Period (and any documentation effecting any such transfer, assignment or participation arrangement shall include the rights and obligations in this paragraph to the reasonable satisfaction of the Obligors’ Agent). (f) Each New Interim Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Interim Facilities Agent has authority to execute on its behalf any consent, release, waiver or amendment that has been approved by the applicable Existing Interim Lender 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 agreement or consent to the same extent as the Existing Interim Lender would have been had it remained an Interim Lender. (g) Notwithstanding any other provision of this Agreement, no Obligor or other Group Company shall be liable to any other Party (by way of reimbursement, indemnity or otherwise) for any stamp duty or transfer taxes, notarial and security registration or perfection fees, costs or other amounts payable by any Party in connection with any re-taking, re-notarisation, perfection, presentation, novation, re-registration of any Interim Security or otherwise in connection with any assignment, transfer or sub-participation (except where such assignment, transfer or sub-participation is at the request of the Obligor). (h) Any reference in this Agreement to an Interim Lender includes a New Interim Lender but excludes an Interim Lender if no amount is or may become owed to it under this Agreement.