Transfers by Lenders. If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under this Agreement and the corresponding rights, benefits and/or obligations under the other Senior Finance Documents as contemplated in Clause 21.4 (Assignment and Transfer by Lenders), then such transfer shall only be effective if the procedure set out in this Clause 21.6 is complied with. Such transfer shall be effected by the delivery to the Intercreditor Agent (which the Intercreditor Agent shall promptly copy to the Company and the other Senior Secured Creditors) of:
(a) a duly completed Novation Certificate executed by such Lender, the relevant Transferee, the Intercreditor Agent and all other parties hereto acting through the Intercreditor Agent for this purpose (the authority for which is hereby conferred on the Intercreditor Agent); and
(b) a duly completed Finance Party Accession Undertaking executed by such Lender, the relevant Transferee, the Intercreditor Agent and all other parties hereto acting through the Intercreditor Agent for this purpose (the authority for which is herby conferred on the Intercreditor Agent and which the Intercreditor Agent shall promptly deliver to the Security Agent), in which event, on the later of the Transfer Date specified in such Novation Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Intercreditor Agent on such Novation Certificate falling on or after) the date of delivery of such Novation Certificate and Finance Party Accession Undertaking to the Intercreditor Agent:
21.6.1 to the extent that in such Novation Certificate the Lender party thereto seeks to transfer by novation its rights, benefits and obligations under this Agreement and the corresponding rights, benefits and obligations under the other Senior Finance Documents, the Company and such Lender shall be released from further obligations towards one another under this Agreement and the corresponding rights, benefits and/or obligations under the other Senior Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 21.6 as “discharged rights and obligations”);
21.6.2 each of the Company and the Transferee shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar the Company and such Transferee have assumed and/or acquired the same in pla...
Transfers by Lenders. (a) Amend Clause 28.3(k) (Transfers by Xxxxxxx) to include “or Clause 27.9 (Replacement of Lenders)” after “under Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender)”.
(b) Amend the new language to be included as a new Clause 28.3(b) (Transfers by Lenders) pursuant to paragraph 5(a) of Schedule 11 of this Agreement to insert “other than Clause [28.12] (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”.3
Transfers by Lenders. Any Lender (the Transferor) may at any time transfer to another Approved Credit Institution (the Transferee) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment) and under any Letter of Credit to which it is a party; PROVIDED THAT:
Transfers by Lenders. (a) A Lender (the Existing Lender) may at any time after the day falling five Business Days after the Signing Date assign, transfer or novate any of its rights and/or obligations under this Agreement and the other Finance Documents to another person (the New Lender), provided that in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with UPC Broadband (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with UPC Broadband).
(b) The prior consent of UPC Broadband is required for any such assignment, transfer or novation (unless to an Affiliate or to a Lender, but without prejudice to Clause 33.2(a)), provided that:
(i) UPC Broadband’s consent must not be unreasonably withheld or delayed;
(ii) the consent of UPC Broadband to an assignment, transfer or novation must not be withheld solely because the assignment, novation or transfer may result in an increase to the Mandatory Cost;
(iii) the prior consent of UPC Broadband is not required when (A) the assignment, novation or transfer of a Lender’s rights and/or obligations is to an Affiliate or Related Fund of that Lender or (B) an Event of Default is outstanding;
(iv) nothing in this Clause 33.2 restricts the ability of any Lender to enter into any sub-participation or other arrangement with any third party relating to the Finance Documents which does not transfer to that third party any obligation and/or legal or equitable interest in any of the rights arising under this Agreement.
(c) A transfer of obligations will be effective only if the obligations are novated in accordance with Clause 33.3 (Procedure for novations).
(d) If, on the date of an assignment, transfer or novation of rights and/or obligations, it is a requirement...
Transfers by Lenders. Any Lender (the "Transferor Lender") may transfer all or any part of its rights, benefits and/or obligations under this Agreement and/or any of the other Security Documents to any one or more banks or other financial institutions (a "Transferee Lender") by delivering to the Agent a Transfer Certificate duly completed and duly executed by the Transferor Lender and the Transferee Lender. Any such transfer shall be made by a Lender without the prior written consent of the Borrower. No such transfer is binding on, or effective in relation to, the Borrowers or the Agent unless (i) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3 and is signed by or on behalf of the Transferor Lender, the Transferee Lender and the Agent (on behalf of itself, the Borrowers and the other Creditors) and (ii) such transfer of rights under the other Security Documents has been effected and registered. Upon signature of any such Transfer Certificate by the Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer Certificate:
15.3.1 a Transfer Certificate may be in respect of a Lender's rights in respect of all, or part of, its Commitment and shall be in respect of the same proportion of its Contribution;
15.3.2 a Transfer Certificate shall only be in respect of rights and obligations of the Transferor Lender in its capacity as a Lender and shall not transfer its rights and obligations as the Agent, or in any other capacity, as the case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement;
15.3.3 a Transfer Certificate shall take effect in accordance with English law as follows:
(a) to the extent specified in the Transfer Certificate, the Transferor Lender's payment rights and all its other rights (other than those referred to in clause 15.3.2 above) under this Agreement are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which the Borrowers had against the Transferor Lender;
(b) the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate;
(c) the Transferee L...
Transfers by Lenders. (a) A Lender (the Existing Lender) may at any time assign, transfer or novate any of its rights and/or obligations under this Agreement and the other Finance Documents to another person (the New Lender), provided that:
(i) in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to Facility A Commitment) of €5,000,000, or (in relation to Facility B Commitment) of €1,000,000, or (in relation to Facility C Commitment) of $1,000,000, or its euro equivalent (save that in the case of a partial assignment, transfer or novation by a Facility C Lender of its rights and/or obligations under Facility C to an Affiliate or Related Fund of that Facility C Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to Facility C Commitment) of $500,000 or its euro equivalent);
(ii) if an Existing Lender is both a Facility B Lender and holds undrawn commitments under New Facility D and that Existing Lender assigns, transfers or novates any of its rights and/or obligations in respect of Facility B to a New Lender that Existing Lender shall also assign transfer or novate its undrawn commitments under New Facility D, in accordance with clause 26.3 (Transfers to Lenders) and clause 26.3 (Procedure for novation) of the New Facility Agreement to the extent necessary to ensure that it and the New Lender (to the extent it is or becomes a lender under New Facility D) are and remain in compliance with clause 26.2(a)(ii) of the New Facility Agreement; and
(iii) if immediately prior to the time of the proposed assignment, transfer or novation becoming effective it is a requirement of Dutch law, the New Lender (A) is a Professional Market Party or exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten xxxxx) with UPC Distribution and makes the representation in paragraph 2 of the Novation Certificate (as defined below) and (B) delivers a duly completed and executed Verification Letter to UPC Distribution.
(b) The prior consent of UPC Distribution is required for any such assignment, transfer or novation (unless to an Affiliate or to a Lender, but without prejudice to Clause 26.2(a)), provided that:
(i) UPC Distribution’s consent must not be unreasonably withheld or delayed;
(ii) the consent of UPC Distribution to an assignment, transfer or novation must not be withheld solely because the ...
Transfers by Lenders. Any of the Lenders (the “Existing Lender”) may at any time assign, transfer or novate any of its rights and obligations under this Agreement to another bank or financial institution (such bank or institution being the “New Lender”), provided that (save at any time when an Event of Default exists and has not been waived or remedied) no such assignment, transfer or novation may be made without the prior written consent also of the Borrower), such consent not to be unreasonably withheld or delayed and to be deemed given in the event of no adverse response thereto from the Borrower within five (5) Business Days of its receipt of a request for approval of any such assignment, transfer or novation to any New Lender. The Borrower shall not be liable for the transactions costs incurred in connection with any such transfers from the Existing Lender to a New Lender.
Transfers by Lenders. Amend Clause 36.4(b) (Assignments or Transfers by Lenders) to insert “other than Clause 36.5 (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”. THE BANK OF NOVA SCOTIA as Facility Agent BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED as Authorised Representative BANK OF NEW YORK MELLON as High Yield Trustee DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee 1. INTERPRETATION 4 2. AMENDMENT OF THE GROUP ICA, HIGH YIELD ICA AND SECURITY TRUST AGREEMENT 5 3. BARCLAYS INTERCREDITOR 5 4. REPRESENTATIONS 5 5. GUARANTEE AND SECURITY 5 6. ACKNOWLEDGEMENTS 6 7. CONFIRMATIONS 6 8. MISCELLANEOUS 7 9. GOVERNING LAW 8 SCHEDULE 1 CONDITIONS PRECEDENT 9 SCHEDULE 2 AMENDED GROUP ICA 10 THIS DEED is dated [●] and made BETWEEN:
(1) THE BANK OF NOVA SCOTIA in its capacity as “Senior Agent” under, and as defined in, the High Yield ICA, as “Facility Agent” under, and as defined in, the Group ICA and the Security Trust Agreement and, from the Effective Date, as “Effective Date Senior Agent” under, and as defined in, the Amended Group ICA (the “Effective Date Senior Agent”);
(2) THE BANK OF NEW YORK MELLON in its capacity as “High Yield Trustee” under, and as defined in, the High Yield ICA, and from the Effective Date as “High Yield Notes Trustee” under, and as defined in, the Amended Group ICA (the “High Yield Notes Trustee”);
Transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time transfer (by way of novation) any of its rights and obligations under this Agreement to any person (the New Lender).
(b) Any transfer under paragraph (a) above shall be for an amount of not less than €2,000,000 (or if less, the aggregate of the Commitments of that Existing Lender and any other Existing Lender that is managed or controlled by the same investment manager subject to a threshold of €1,000,000).
(c) The consent of the Company is required for any assignment or transfer (other than pursuant to Syndication) unless the New Lender is another Lender or an Affiliate of a Lender or an Event of Default is outstanding. 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 it is given notice of the request unless it is expressly refused by the Company within that time;
(d) The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(e) A transfer of obligations will be effective only if the obligations are novated in accordance with the following provisions of this Clause.
(f) 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 €2,500.
(g) 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.
Transfers by Lenders. Any Lender may transfer all or any of its rights, benefits and obligations under this Agreement or change its Lending Office (whether in the same or a different jurisdiction) provided always that:
(a) prior to the transfer or change in Lending Office becoming effective, the relevant Lender gives notice to GFC (with a copy to the Agent) of the identity of the Transferee or (as the case may be), the new Lending Office and the jurisdiction of tax residence of the Transferee or (as the case may be), the new Lending Office;
(b) the Transferee (i) is a subsidiary or affiliate of the transferor which is eligible for support from the applicable Export Credit Agency or Agencies or (ii) is an Export Credit Agency or (iii) is eligible for support from each of the Export Credit Agencies and has been approved as a Transferee by GFC (such approval, in the case of any transfer proposed to take effect at any time after the Facility has ceased to be available for Utilisation, not to be unreasonably withheld or delayed) or (iv) is eligible for support from each of the Export Credit Agencies and is designated as a Transferee by the relevant Export Credit Agency;
(c) the Transferee shall deliver to the Agent the Internal Revenue Service Forms required by Clause 4.12.2 (DEDUCTIONS AND WITHHOLDINGS);
(d) the Transferee is neither resident in the United Kingdom for United Kingdom tax purposes nor controlled by persons who are so resident if the transfer to the Transferee would result in Advances of Lenders resident in the United Kingdom for United Kingdom tax purposes or controlled by persons who are so resident constituting 50 per cent, (or more than 40 per cent. if a further 40 per cent. is held by another person or persons acting together) or more of the Advances as at the date of the proposed transfer; and
(e) all costs and expenses of the Transfer shall be borne by the transferring Lender and, with the exception of transfers occurring as a result of sub-paragraphs (ii) and (iv) of Clause 18.2(b), no Obligor shall be under any obligation to pay any greater amount or suffer any other increase in liabilities or diminution in right or benefit under the Transaction Documents following and as a consequence (directly or indirectly) of any such transfer or change in Lending Office, PROVIDED further that the provisos set out above shall not apply to the extent that any Lender has so assigned or transferred its Relevant Proportion of any Loan or changed its Lending Office in relation...
