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 place of such other party and such Lender; 21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agents, the GCLAs and the relevant Lender shall each be released from further obligations to each other under this Agreement and the other relevant Senior Finance Documents; and 21.6.4 such Transferee shall become a party hereto as a “Lender” and to the relevant Facility Agreement as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be).
Appears in 3 contracts
Samples: Common Terms Agreement (Wynn Resorts LTD), Common Terms Agreement (Wynn Resorts LTD), Loan Agreement (Wynn Resorts LTD)
Transfers by Lenders. If any Lender wishes (a) A Transferor may, subject to clause 26.2 (Assignments and transfers by Lenders), after prior consultation with the Parent transfer all or any of its rights, benefits and/or obligations under this Agreement rights and the corresponding rights, benefits and/or obligations under the other Senior Finance Documents as contemplated in Clause 21.4 (Assignment and Transfer to a Transferee by Lenders), then such means of a 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 Facility Agent executing a Transfer Certificate which has been duly completed and signed by both the Intercreditor Agent (which the Intercreditor Agent shall promptly copy to the Company Transferee 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); andTransferor.
(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 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 afterA) the date of delivery of such Novation specified in the Transfer Certificate as being the date on or as from which the transfer under this clause 26.4 is to take effect and Finance Party Accession Undertaking to (B) the Intercreditor Agent:
21.6.1 date on which the Facility Agent executes the Transfer Certificate, to the extent that that, in such Novation Certificate the Lender party thereto Transfer Certificate, the Transferor seeks to transfer by novation its rights, benefits and obligations under this Agreement and the corresponding rights, benefits right and obligations under the other Senior Finance Documents, :
(i) 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee Transferor and the other Lenders shall acquire parties to the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with (the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agents, the GCLAs and the relevant Lender shall each "EXISTING PARTIES") will be released from further their obligations to each other under this Agreement those Senior Finance Documents (the "DISCHARGED OBLIGATIONS");
(ii) the Transferee and the Existing Parties will assume obligations towards each other relevant which differ from the Discharged Obligations only insofar as they are owed to or assumed by the Transferee instead of the Transferor;
(iii) the rights of the Transferor and the Existing Parties against each other under those Senior Finance DocumentsDocuments (the "DISCHARGED RIGHTS") will be cancelled;
(iv) the Transferee and the Existing Parties will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the Transferee instead of the Transferor; and
21.6.4 such (v) the Transferee shall will become a party hereto to this agreement as a “Lender” and Lender in relation to the relevant Facility.
(c) Each of the parties to this agreement (other than the relevant Transferor and the relevant Transferee) irrevocably authorises the Facility Agreement Agent to execute on its behalf any Transfer Certificate which has been duly completed in accordance with this clause 26.4 and executed by each of the Transferor and the Transferee.
(d) The Facility Agent will notify the other parties to this agreement of the receipt and execution by it on their behalf of any Transfer Certificate as a “Hotel Facility Lender”soon as reasonably practicable following execution.
(e) For the purposes of article 1278 of the French Civil Code, “Project Facility Lender”each party to this agreement agrees that upon any transfer under this clause 26.4 (Transfers by Lenders), “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be)guarantees and Security Interests created under any of Senior Finance Documents shall be preserved for the benefit of all Finance Parties including the Transferee.
Appears in 2 contracts
Samples: Senior Facilities Agreement (Ugi Corp /Pa/), Senior Facilities Agreement (Ugi Corp /Pa/)
Transfers by Lenders. If (a) Subject to paragraph (b) below, a Lender (the "Existing Lender") may at any Lender wishes to time assign, transfer all or novate any of its rights, benefits rights and/or obligations under this Agreement to another bank or financial institution (the "New Lender") with the prior consent of the Parent unless:
(i) the New Lender is another Lender or an Affiliate of a Lender; or
(ii) a Default is outstanding, in which case no such consent is required. The prior written consent of the Parent must not be unreasonably withheld or delayed and will be deemed to be given if, within 14 days of receipt by the corresponding rightsParent of an application for consent, benefits it has not been expressly refused.
(b) In the case of a partial assignment, transfer or novation of rights and/or obligations under paragraph (a) above, a minimum amount of £5,000,000 (unless to an Affiliate or to a Lender or the Agent agrees otherwise) must be assigned, transferred or novated.
(c) A transfer of obligations will be effective only if either:
(i) the obligations are novated in accordance with Clause 26.3 (Procedure for novations); or
(ii) the New Lender confirms to the Agent and the Parent that it undertakes to be bound by the terms of this Agreement as a Lender in form and substance satisfactory to the Agent and the Parent. On the transfer becoming effective in this manner the Existing Lender shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Lender.
(d) Nothing in this Agreement restricts the ability of a Lender to sub-contract an obligation if that Lender remains liable under this Agreement for that obligation.
(e) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other Senior Finance Documents as contemplated in Clause 21.4 (Assignment and Transfer by Lendersthan to an Affiliate), then such the New Lender shall, on the date the assignment, 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 and/or novation takes effect, pay to the Intercreditor Agent for its own account a fee of £1,000.
(which f) An Existing Lender is not responsible to a New Lender for:
(i) the Intercreditor Agent shall promptly copy execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; or
(ii) the collectability of amounts payable under any Finance Document; or
(iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document.
(g) Each New Lender confirms to the Company Existing Lender and the other Senior Secured Creditors) ofFinance Parties that it:
(ai) a duly completed Novation Certificate executed has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it 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)Existing Lender in connection with any Finance Document; and
(bii) 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 will continue to the Security Agent), in which event, on the later make its own independent appraisal of the Transfer Date specified creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in such Novation Certificate and force.
(h) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the fifth Business Day after rights and/or obligations assigned, transferred or novated under this Clause; or
(or such earlier Business Day endorsed ii) support any losses incurred by the Intercreditor Agent on such Novation Certificate falling on or after) New Lender by reason of the date non-performance by any Obligor 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 or otherwise.
(i) Any reference in this Agreement to a Lender shall includes a New Lender but excludes a Lender if no amount is or may be released from further obligations towards one another owed to or by it 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 its Commitment has been cancelled (such rights and obligations being referred or reduced 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agents, the GCLAs and the relevant Lender shall each be released from further obligations to each other under this Agreement and the other relevant Senior Finance Documents; and
21.6.4 such Transferee shall become a party hereto as a “Lender” and to the relevant Facility Agreement as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be)nil.
Appears in 1 contract
Samples: Syndicated Credit Facility (Reuters Group PLC /Adr/)
Transfers by Lenders. If any Lender wishes (a) A Transferor may, subject to clause 29.2 (Assignments and Transfers by Lenders), transfer all or any of its rights, benefits and/or obligations under this Agreement rights and the corresponding rights, benefits and/or obligations under the other Senior Finance Documents as contemplated in Clause 21.4 (Assignment and Transfer to a Transferee 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 means of a novation effected by the delivery to Facility Agent executing a Transfer Certificate which has been duly completed and signed by both the Intercreditor Agent (which the Intercreditor Agent shall promptly copy to the Company Transferee 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); andTransferor.
(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 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 afterx) the date of delivery of such Novation specified in the Transfer Certificate as being the date on or as from which the transfer under this clause 29.4 is to take effect and Finance Party Accession Undertaking to (y) the Intercreditor Agent:
21.6.1 date on which the Facility Agent executes the Transfer Certificate, to the extent that that, in such Novation Certificate the Lender party thereto Transfer Certificate, the Transferor seeks to transfer by novation its rights, benefits and obligations under this Agreement and the corresponding rights, benefits right and obligations under the other Senior Finance Documents, :
(i) 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee Transferor and the other Lenders shall acquire parties to the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with (the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agents, the GCLAs and the relevant Lender shall each "Existing Parties") will be released from further their obligations to each other under this Agreement those Senior Finance Documents (the "Discharged Obligations");
(ii) the Transferee and the Existing Parties will assume obligations towards each other relevant which differ from the Discharged Obligations only insofar as they are owed to or assumed by the Transferee instead of the Transferor;
(iii) the rights of the Transferor and the Existing Parties against each other under those Senior Finance DocumentsDocuments (the "Discharged Rights") will be cancelled;
(iv) the Transferee and the Existing Parties will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the Transferee instead of the Transferor; and
21.6.4 such (v) the Transferee shall will become a party hereto to this agreement as a “Lender” and Lender in relation to the relevant Facility.
(c) Each of the parties to this agreement (other than the relevant Transferor and the relevant Transferee) irrevocably authorises the Facility Agreement Agent to execute on its behalf any Transfer Certificate which has been duly completed in accordance with this clause 29.4 and executed by each of the Transferor and the Transferee.
(d) The Facility Agent will notify the other parties to this agreement of the receipt and execution by it on their behalf of any Transfer Certificate as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (soon as the case may be)reasonably practicable following execution.
Appears in 1 contract
Transfers by Lenders. If 27.2.1 A Lender (the “Existing Lender”) may, subject to Clause 27.2.2, at any Lender wishes to time assign, transfer all or novate any of its rights, benefits Commitments and/or its rights and/or obligations under this Agreement 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”).
27.2.2 A transfer of part of a Commitment must be in a minimum amount of at least US$10,000,000 or its remaining Commitment, if less.
27.2.3 The prior consent of the Parent is required for any such assignment, transfer or novation, unless:
27.2.3.1 the New Lender is another Lender or an Affiliate of a Lender; or
27.2.3.2 an Event of Default has occurred which is continuing.
27.2.4 However, the prior consent of the Parent must not be unreasonably withheld or delayed and will be deemed to have been given if, within ten Business Days of receipt by the Parent of an application for consent, it has not been expressly refused. 77
27.2.5 The Facility Agent is not obliged to execute a Novation Certificate until it has completed all know your customer requirements to its satisfaction. The Facility Agent must promptly notify the Existing Lender and the corresponding rights, benefits and/or New Lender if there are any such requirements.
27.2.6 A transfer of obligations will be effective only if either:
27.2.6.1 the obligations are novated in accordance with Clause 27.3 (Procedure for novations); or
27.2.6.2 the New Lender confirms to the Facility Agent and the Obligors' Agent that it undertakes to be bound by the terms of this Agreement as a Lender in form and substance satisfactory to the Facility Agent. On the transfer becoming effective in this manner the Existing Lender shall be relieved of its 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 Agreement to the extent that they are transferred to the New Lender.
27.2.7 Nothing in such Novation Certificate this Agreement restricts the ability of a Lender party thereto seeks to transfer by novation subcontract an obligation if that Lender remains liable under this Agreement for that obligation.
27.2.8 On each occasion an Existing Lender assigns, transfers or novates any of its rightsCommitments, benefits and or any of its rights and/or obligations under this Agreement the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of US$2,500.
27.2.9 An Existing Lender is not responsible to a New Lender for (and an Existing Lender makes no representation or warranty as to):
27.2.9.1 the corresponding rightsexecution, benefits genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;
27.2.9.2 the financial condition of any Obligor;
27.2.9.3 the performance and observance by any Obligor of its obligations under the Finance Documents or any other Senior documents;
27.2.9.4 the collectability of amounts payable under any Finance DocumentsDocument; or
27.2.9.5 the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document.
27.2.10 Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
27.2.10.1 has made its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
27.2.10.2 will continue to make its own independent appraisal of the creditworthiness of the Obligors and their related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force.
27.2.11 Nothing in any Finance Document obliges an Existing Lender to:
27.2.11.1 accept a retransfer from a New Lender of any of the Commitments and/or rights and/or obligations assigned, transferred or novated under this Clause 27; or
27.2.11.2 support any losses incurred by the Company and such New Lender shall by reason of the non-performance by the Obligors of their obligations under the Finance Documents or otherwise.
27.2.12 Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be released from further obligations towards one another owed to or by it 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 its Commitment has been cancelled (such rights and obligations being referred or reduced 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agents, the GCLAs and the relevant Lender shall each be released from further obligations to each other under this Agreement and the other relevant Senior Finance Documents; and
21.6.4 such Transferee shall become a party hereto as a “Lender” and to the relevant Facility Agreement as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be)nil.
Appears in 1 contract
Transfers by Lenders. If (a) A Lender (the “Existing Lender”) may at any Lender wishes to time assign, transfer all or novate any of its rights, benefits rights and/or obligations under this Agreement and to another bank or financial institution (the corresponding rights, benefits and/or obligations under “New Lender”) with the other Senior Finance Documents as contemplated in Clause 21.4 (Assignment and Transfer by Lenders), then such transfer shall only be effective if prior consent of 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) ofParent unless:
(ai) the New Lender is another Lender or an Affiliate of a Lender; or
(ii) a duly completed Novation Certificate executed Default is outstanding, in which case no such consent is required. The prior written consent of the Parent must not be unreasonably withheld or delayed and will be deemed to be given if, within 14 days of receipt by such Lenderthe Parent of an application for consent, 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); andit has not been expressly refused.
(b) a duly completed Finance Party Accession Undertaking executed by such Lender, A transfer of obligations will be effective only if either:
(i) the relevant Transferee, obligations are novated in accordance with Clause 26.3 (Procedure for novations); or
(ii) the Intercreditor New Lender confirms to the Agent and all other parties hereto acting through the Intercreditor Agent for Parent that it undertakes to be bound by the terms of this purpose (Agreement as a Lender in form and substance satisfactory to the authority for which is herby conferred on the Intercreditor Agent and which the Intercreditor Agent Parent. On the transfer becoming effective in this manner the Existing Lender shall promptly deliver to the Security Agent), in which event, on the later be relieved 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 its obligations under this Agreement to the extent that they are transferred to the New Lender.
(c) Nothing in such Novation Certificate this Agreement restricts the ability of a Lender party thereto seeks to transfer by novation sub-contract an obligation if that Lender remains liable under this Agreement for that obligation.
(d) On each occasion an Existing Lender assigns, transfers or novates any of its rights, benefits and rights and/or obligations under this Agreement (other than to an Affiliate), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of £1,000.
(e) An Existing Lender is not responsible to a New Lender for:
(i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; or
(ii) the collectability of amounts payable under any Finance Document; or
(iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document.
(f) Each New Lender confirms to the Existing Lender and the corresponding rightsother Finance Parties that it:
(i) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and 45
(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force.
(g) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and/or obligations assigned, benefits and transferred or novated under this Clause; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the other Senior Finance Documents, the Company and such this Agreement or otherwise.
(h) Any reference in this Agreement to a Lender shall includes a New Lender but excludes a Lender if no amount is or may be released from further obligations towards one another owed to or by it 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 its Commitment has been cancelled (such rights and obligations being referred or reduced 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agents, the GCLAs and the relevant Lender shall each be released from further obligations to each other under this Agreement and the other relevant Senior Finance Documents; and
21.6.4 such Transferee shall become a party hereto as a “Lender” and to the relevant Facility Agreement as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be)nil.
Appears in 1 contract
Samples: Syndicated Credit Facility Agreement (Reuters Group PLC /Adr/)
Transfers by Lenders. If (a) A Lender (the "Existing Lender") may at any Lender wishes to time assign, transfer all or novate any of its rights, benefits rights and/or obligations under this Agreement and to another person (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"New Lender") ofprovided that:
(ai) in the case of a duly completed Novation Certificate executed by such Lenderpartial assignment, transfer or novation of rights and/or obligations, a minimum amount of U.S.$10,000,000 in aggregate and in multiples of U.S.$1,000,000 (unless to an Affiliate or to a Lender or the relevant TransfereeAgent agrees otherwise) must be assigned, 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)transferred or novated; and
(ii) in the case of an assignment, transfer or novation by a Swingline Lender, a portion of that Swingline Lender's Swingline Commitment must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Lender's Swingline Commitment does not exceed its Commitment after the assignment, transfer or novation.
(b) a duly completed Finance Party Accession Undertaking executed by such Lender, A transfer of obligations will be effective only if either:
(i) the relevant Transferee, obligations are novated in accordance with Clause 26.3 (Procedure for novations); or
(ii) the Intercreditor New Lender gives prior written notice to Vodafone and confirms to the Agent and all other parties hereto acting through Vodafone that it undertakes to be bound by the Intercreditor Agent for terms of this purpose (the authority for which is herby conferred on the Intercreditor Agent Agreement as a Lender in form and which the Intercreditor Agent shall promptly deliver substance satisfactory to the Security Agent), . On the transfer becoming effective in which event, on this manner the later Existing Lender shall be relieved 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 its obligations under this Agreement to the extent that they are transferred to the New Lender.
(c) No assignment, transfer or novation requires the consent of any Obligor but the Existing Lender must notify Vodafone (except in relation to an assignment, transfer or novation to an Affiliate) within three Business Days of such Novation Certificate an assignment, transfer or novation taking effect of the name of the New Lender, the date it takes effect and the reasons for the transfer.
(d) Nothing in this Agreement restricts the ability of a Lender party thereto seeks to transfer by novation sub-contract an obligation if that Lender remains liable under this Agreement for that obligation.
(e) On each occasion an Existing Lender assigns, transfers or novates any of its rights, benefits and rights and/or obligations under this Agreement (other than to an Affiliate), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of £1,000.
(f) An Existing Lender is not responsible to a New Lender for:
(i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; or
(ii) the collectability of amounts payable under any Finance Document; or
(iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document.
(g) Each New Lender confirms to the Existing Lender and the corresponding rights, benefits other Finance Parties that it:
(i) has made its own independent investigation and obligations under assessment of the other Senior financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Documents, Document; and
(ii) will continue to make its own independent appraisal of the Company creditworthiness of each Obligor and such Lender shall its related entities while any amount is or may be released from further obligations towards one another outstanding under this Agreement and or any Commitment is in force.
(h) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the corresponding rights, benefits rights and/or obligations assigned, transferred or novated 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agents, the GCLAs and the relevant Lender shall each be released from further obligations to each other under this Agreement and the other relevant Senior Finance Documents26; and
21.6.4 such Transferee shall become a party hereto as a “Lender” and to the relevant Facility Agreement as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be).or
Appears in 1 contract
Samples: Revolving Credit Facility (Vodafone Group Public LTD Co)
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 hereby 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agents, the GCLAs and the relevant Lender shall each be released from further obligations to each other under this Agreement and the other relevant Senior Finance Documents; and
21.6.4 such Transferee shall become a party hereto as a “Lender” and to the relevant Facility Agreement as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be).
Appears in 1 contract
Transfers by Lenders. If (a) A Lender (the Existing Lender) may at any Lender wishes to time after the day falling five Business Days after the Signing Date assign, transfer all or novate any of its rights, benefits rights and/or obligations under this Agreement and the corresponding rightsother Finance Documents to another person (the New Lender), benefits 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 of €1,000,000;
(ii) a Facility D Lender may only assign, transfer or novate any of its rights and/or obligations under the other Senior Finance Documents as contemplated this Agreement 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) ofrespect of any undrawn Facility D Commitments if:
(aA) the New Lender will, on completion of such assignment, transfer or novation, be entitled to receive (either as a duly completed Novation Certificate executed by such LenderFacility B Lender under the Existing Facility or the holder of a sub-participation interest in respect of Facility B under the Existing Facility (including without limitation pursuant to a Relevant Facility B Sub-Participation Agreement) or a combination of the foregoing) on the date of the Facility B Repayment Instalment (as defined in the Existing Facility Agreement) corresponding to the Utilisation Date for that undrawn Facility D Commitment, an amount of (or equal to) the relevant Transferee, Facility B Repayment Instalment (as defined in the Intercreditor Agent and all other parties hereto acting through the Intercreditor Agent for this purpose (the authority for Existing Facility Agreement) scheduled to be repaid on that date which is hereby conferred on no less than the Intercreditor Agent)amount of that undrawn Facility D Commitment; and
(bB) the Existing Lender will, on completion of such assignment, transfer or novation, continue to be in compliance with the representation set out in Clause 19.15(b)(iii) (Lenders) in respect of any of its remaining undrawn Facility D Commitments; 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 (B) delivers a duly completed Finance Party Accession Undertaking and executed by Verification Letter to UPC Distribution and makes the representation in paragraph (2) of the Novation Certificate (as defined below).
(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 relevant Transfereeconsent of UPC Distribution 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 Distribution 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 26.2 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 26.3 (Procedure for novations).
(d) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate or Related Fund of that Existing Lender), 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 eventNew Lender shall, on the later date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of €1,500 except in the case of an assignment, transfer or novation where such Existing Lender also assigns, transfers or novates its rights in respect of an amount of outstanding Facility B Advances under the Existing Facility to the same New Lender in order to comply with the provisions of Clause 26.2(a)(ii) above in which case no fee will be payable under this Agreement but a fee of €1,500 will be payable under clause 26.2(d) (Transfers by Lenders) of the Transfer Date specified Existing Facility Agreement.
(e) An Existing Lender is not responsible to a New Lender for:
(i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;
(ii) the collectability of amounts payable under any Finance Document; or
(iii) the accuracy of any statements (whether written or oral) made in such Novation Certificate connection with any Finance Document.
(f) Each New Lender confirms to the Existing Lender and the fifth Business Day after other Finance Parties that it:
(or such earlier Business Day endorsed i) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Intercreditor Agent Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Facility D1 Commitment, Facility D2 Commitment, Facility D3 Commitment, Facility D4 Commitment, Facility D5 Commitment or Additional Facility Commitment (if any) is in force.
(g) No Facility D Lender shall enter into any assignment, transfer, novation, sub-participation or other arrangement which results in its entitlement under Facility B to receive (either as a Facility B Lender under the Existing Facility or the holder of a sub-participation interest in respect of Facility B under the Existing Facility (including without limitation pursuant to a Relevant Facility B Sub-Participation Agreement) or a combination of the foregoing) on such Novation Certificate falling on or after) the date of delivery of such Novation Certificate and Finance Party Accession Undertaking any Facility B Repayment Instalment (as defined in the Existing Facility Agreement) corresponding to the Intercreditor AgentUtilisation Date for any of its undrawn Facility D Commitment, an amount of Facility B less than the amount of its undrawn Facility D Commitment to be drawn on that date.
(h) Nothing in any Finance Document obliges an Existing Lender to:
21.6.1 (i) accept a re-transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 26; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise.
(i) Any reference in this Agreement to a Lender includes a New Lender (to the extent rights have been assigned, transferred or novated to that New Lender and to the extent that in such Novation Certificate obligations have been assumed by the New Lender) but excludes a Lender party thereto seeks if no amount is or may be owed to transfer or by novation its rights, benefits and obligations it under this Agreement and its Facility D1 Commitment (if any), Facility D2 Commitment (if any), Facility D3 Commitment (if any) Facility D4 Commitment (if any) Facility D5 Commitment (if any) and Additional Facility Commitment (if any) has been cancelled or reduced to nil.
(j) If any assignment, transfer or novation results, or will result by reason of circumstances existing at the corresponding rightstime of the assignment, benefits transfer or novation, in additional amounts becoming due under Clause 10 (Tax Gross-up and obligations Indemnities) or amounts becoming due under the other Senior Finance DocumentsClause 12 (Increased Costs), the Company and such New Lender shall be released from further obligations towards one another under this Agreement and entitled to receive such additional amounts only to the corresponding rights, benefits and/or obligations under extent that 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they Existing Lender would have acquired and assumed been so entitled had there been no such Transferee been an original assignment, transfer or novation.
(k) On the date that a New Lender becomes a party to this Agreement and the other relevant Senior Finance Documents as a Lender, UPC Distribution represents and warrants that on that date it has verified the status of that New Lender either as:
(i) a Professional Market Party; or
(ii) exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten xxxxx) with the rightsUPC Distribution, benefits and/or obligations acquired or assumed by it as obtaining a result of such transfer duly completed and to that extent the Agents, the GCLAs and the relevant Lender shall each be released from further obligations to each other under this Agreement and the other relevant Senior Finance Documents; and
21.6.4 such Transferee shall become a party hereto as a “Lender” and to the relevant Facility Agreement as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be)signed Verification Letter.
Appears in 1 contract
Transfers by Lenders. If (a) A Lender (the Existing Lender) may at any Lender wishes to time after the day falling five Business Days after the Signing Date assign, transfer all or novate any of its rights, benefits rights and/or obligations under this Agreement and the corresponding rightsother Finance Documents to another person (the New Lender), benefits 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 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 an Additional Facility Lender of its rights and/or obligations under the other Senior Finance Documents as contemplated in Clause 21.4 (Assignment and Transfer by Lenders)an Additional Facility to an Affiliate or Related Fund of that Additional Facility Lender, then such assignment, transfer shall only be effective if the procedure set out in this Clause 21.6 is complied with. Such transfer or novation shall be effected by the delivery in a minimum amount (in relation to the Intercreditor Agent an Additional Facility Commitment denominated in euros) of €500,000 or (which the Intercreditor Agent shall promptly copy in relation to the Company and the other Senior Secured Creditorsan Additional Facility Commitment denominated in US Dollars) ofof US$500,000 or, in each case, such lower amount as that Additional Facility Lender may agree with UPC Broadband);
(ii) a Facility D Lender may only assign, transfer or novate any of its rights and/or obligations under this Agreement in respect of any undrawn Facility D Commitments if:
(aA) the New Lender will, on completion of such assignment, transfer or novation, be entitled to receive (either as a duly completed Novation Certificate executed by such LenderFacility B Lender under the Existing Facility or the holder of a sub-participation interest in respect of Facility B under the Existing Facility (including without limitation pursuant to a Relevant Facility B Sub-Participation Agreement) or a combination of the foregoing) on the date of the Facility B Repayment Instalment (as defined in the Existing Facility Agreement) corresponding to the Utilisation Date for that undrawn Facility D Commitment, an amount of (or equal to) the relevant Transferee, Facility B Repayment Instalment (as defined in the Intercreditor Agent and all other parties hereto acting through the Intercreditor Agent for this purpose (the authority for Existing Facility Agreement) scheduled to be repaid on that date which is hereby conferred on no less than the Intercreditor Agent)amount of that undrawn Facility D Commitment; and
(bB) the Existing Lender will, on completion of such assignment, transfer or novation, continue to be in compliance with the representation set out in Clause 19.15(b) (Lenders) in respect of any of its remaining undrawn Facility D Commitments; 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 Broadband and (B) delivers a duly completed Finance Party Accession Undertaking and executed by Verification Letter to UPC Broadband and makes the representation in paragraph (2) of the Novation Certificate (as defined below).
(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 26.2(a)), provided that:
(i) UPC Broadband's consent must not be unreasonably withheld or delayed;
(ii) the relevant Transfereeconsent 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 26.2 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 26.3 (Procedure for novations).
(d) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate or Related Fund of that Existing Lender), 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 eventNew Lender shall, on the later date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of €1,500 except in the case of an assignment, transfer or novation where such Existing Lender also assigns, transfers or novates its rights in respect of an amount of outstanding Facility B Advances under the Existing Facility to the same New Lender in order to comply with the provisions of Clause 26.2(a)(ii) above in which case no fee will be payable under this Agreement but a fee of €1,500 will be payable under clause 26.2(d) (Transfers by Lenders) of the Transfer Date specified Existing Facility Agreement.
(e) An Existing Lender is not responsible to a New Lender for:
(i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;
(ii) the collectability of amounts payable under any Finance Document; or
(iii) the accuracy of any statements (whether written or oral) made in such Novation Certificate connection with any Finance Document.
(f) Each New Lender confirms to the Existing Lender and the fifth Business Day after other Finance Parties that it:
(or such earlier Business Day endorsed i) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Intercreditor Agent Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Facility D1 Commitment, Facility D2 Commitment, Facility D3 Commitment, Facility D4 Commitment, Facility D5 Commitment or Additional Facility Commitment (if any) is in force.
(g) No Facility D Lender shall enter into any assignment, transfer, novation, sub-participation or other arrangement which results in its entitlement under Facility B to receive (either as a Facility B Lender under the Existing Facility or the holder of a sub-participation interest in respect of Facility B under the Existing Facility (including without limitation pursuant to a Relevant Facility B Sub-Participation Agreement) or a combination of the foregoing) on such Novation Certificate falling on or after) the date of delivery of such Novation Certificate and Finance Party Accession Undertaking any Facility B Repayment Instalment (as defined in the Existing Facility Agreement) corresponding to the Intercreditor AgentUtilisation Date for any of its undrawn Facility D Commitment, an amount of Facility B less than the amount of its undrawn Facility D Commitment to be drawn on that date.
(h) Nothing in any Finance Document obliges an Existing Lender to:
21.6.1 (i) accept a re-transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 26; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise.
(i) Any reference in this Agreement to a Lender includes a New Lender (to the extent rights have been assigned, transferred or novated to that New Lender and to the extent that in such Novation Certificate obligations have been assumed by the New Lender) but excludes a Lender party thereto seeks if no amount is or may be owed to transfer or by novation its rights, benefits and obligations it under this Agreement and its Facility D1 Commitment (if any), Facility D2 Commitment (if any), Facility D3 Commitment (if any) Facility D4 Commitment (if any) Facility D5 Commitment (if any) and Additional Facility Commitment (if any) has been cancelled or reduced to nil.
(j) If any assignment, transfer or novation results, or will result by reason of circumstances existing at the corresponding rightstime of the assignment, benefits transfer or novation, in additional amounts becoming due under Clause 10 (Tax Gross-up and obligations Indemnities) or amounts becoming due under the other Senior Finance DocumentsClause 12 (Increased Costs), the Company and such New Lender shall be released from further obligations towards one another under this Agreement and entitled to receive such additional amounts only to the corresponding rights, benefits and/or obligations under extent that 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they Existing Lender would have acquired and assumed been so entitled had there been no such Transferee been an original assignment, transfer or novation.
(k) On the date that a New Lender becomes a party to this Agreement and the other relevant Senior Finance Documents as a Lender, UPC Broadband represents and warrants that on that date it has verified the status of that New Lender either as:
(i) a Professional Market Party; or
(ii) exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten xxxxx) with the rightsUPC Broadband, benefits and/or obligations acquired or assumed by it as obtaining a result of such transfer duly completed and to that extent the Agents, the GCLAs and the relevant Lender shall each be released from further obligations to each other under this Agreement and the other relevant Senior Finance Documents; and
21.6.4 such Transferee shall become a party hereto as a “Lender” and to the relevant Facility Agreement as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be)signed Verification Letter.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Unitedglobalcom Inc)
Transfers by Lenders. If (a) A Lender (the "EXISTING LENDER") may at any Lender wishes to time assign, transfer all or novate any of its rights, benefits rights and/or obligations under this Agreement to another person (the "NEW LENDER") provided that:
(i) in the case of a partial assignment, transfer or novation of rights and/or obligations, a minimum amount of U.S.$10,000,000 in aggregate and in a minimum of U.S.$1,000,000 per Tranche (unless to an Affiliate or to a Lender or the Agent agrees otherwise) must be assigned, transferred or novated;
(ii) in the case of an assignment, transfer or novation by a Swingline Lender, a portion of that Swingline Lender's Swingline Commitment must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Lender's Swingline Commitment does not exceed its Tranche C Commitment after the assignment, transfer or novation.
(b) A transfer of obligations will be effective only if either:
(i) the obligations are novated in accordance with Clause 26.3 (Procedure for novations); or
(ii) the New Lender gives prior written notice to the Borrowers' Agent and confirms to the Agent and the corresponding rightsBorrowers' Agent that it undertakes to be bound by the terms of this Agreement as a Lender in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Lender shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Lender.
(c) No assignment, benefits transfer or novation requires the consent of any Obligor but (except in relation to an assignment, transfer or novation to an Affiliate) the Existing Lender must notify Vodafone within three Business Days of such an assignment, transfer or novation taking effect of the name of the New Lender and the date it takes effect.
(d) Nothing in this Agreement restricts the ability of a Lender to sub-contract an obligation if that Lender remains liable under this Agreement for that obligation.
(e) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement after the end of the Primary Syndication Period (other Senior Finance Documents as contemplated in Clause 21.4 (Assignment and Transfer by Lendersthan to an Affiliate), then such the New Lender shall, on the date the assignment, 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 and/or novation takes effect, pay to the Intercreditor Agent for its own account a fee of (which pound)1,000.
(f) An Existing Lender is not responsible to a New Lender for:
(i) the Intercreditor Agent shall promptly copy execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;
(ii) the collectability of amounts payable under any Finance Document; or
(iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document.
(g) Each New Lender confirms to the Company Existing Lender and the other Senior Secured Creditors) ofFinance Parties that it:
(ai) a duly completed Novation Certificate executed has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it 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)Existing Lender in connection with any Finance Document; and
(bii) 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 will continue to the Security Agent), in which event, on the later make its own independent appraisal of the Transfer Date specified creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in such Novation Certificate and force.
(h) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the fifth Business Day after rights and/or obligations assigned, transferred or novated under this Clause 26; or
(or such earlier Business Day endorsed ii) support any losses incurred by the Intercreditor Agent on such Novation Certificate falling on New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or afterotherwise.
(i) 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 and its Commitment has been cancelled or reduced to nil.
(j) If any assignment, transfer or novation results either:
(i) at the time of the assignment, transfer or novation; or
(ii) at any future time where the additional amount was caused as a result of laws and/or regulations in force at the date of delivery of the assignment, transfer or novation, in additional amounts becoming due under Clause 10 (Taxes) or amounts becoming due under Clause 12 (Increased Costs), the New Lender shall be entitled to receive such Novation Certificate and Finance Party Accession Undertaking to the Intercreditor Agent:
21.6.1 additional amounts only to the extent that in such Novation Certificate the Existing 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed been so entitled had there been no such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with the rightsassignment, benefits and/or obligations acquired transfer or assumed by it as a result of such transfer and to that extent the Agents, the GCLAs and the relevant Lender shall each be released from further obligations to each other under this Agreement and the other relevant Senior Finance Documents; and
21.6.4 such Transferee shall become a party hereto as a “Lender” and to the relevant Facility Agreement as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be)novation.
Appears in 1 contract
Samples: Term and Revolving Credit Facility (Vodafone Group Public Limited Co)
Transfers by Lenders. If (a) A Lender (the Existing Lender) may at any Lender wishes to time after the day falling five Business Days after the Signing Date assign, transfer all or novate any of its rights, benefits rights and/or obligations under this Agreement and the corresponding rightsother Finance Documents to another person (the New Lender), benefits 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 of €1,000,000;
(ii) a Facility D Lender may only assign, transfer or novate any of its rights and/or obligations under the other Senior Finance Documents as contemplated this Agreement 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) ofrespect of any undrawn Facility D Commitments if:
(aA) the New Lender will, on completion of such assignment, transfer or novation, be entitled to receive (either as a duly completed Novation Certificate executed by such LenderFacility B Lender under the Existing Facility or the holder of a sub-participation interest in respect of Facility B under the Existing Facility (including without limitation pursuant to a Relevant Facility B Sub-Participation Agreement) or a combination of the foregoing) on the date of the Facility B Repayment Instalment (as defined in the Existing Facility Agreement) corresponding to the Utilisation Date for that undrawn Facility D Commitment, an amount of (or equal to) the relevant Transferee, Facility B Repayment Instalment (as defined in the Intercreditor Agent and all other parties hereto acting through the Intercreditor Agent for this purpose (the authority for Existing Facility Agreement) scheduled to be repaid on that date which is hereby conferred on no less than the Intercreditor Agent)amount of that undrawn Facility D Commitment; and
(bB) the Existing Lender will, on completion of such assignment, transfer or novation, continue to be in compliance with the representation set out in Clause 19.15(b)(iii) (Lenders) in respect of any of its remaining undrawn Facility D Commitments; 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 (B) delivers a duly completed Finance Party Accession Undertaking and executed by Verification Letter to UPC Distribution and makes the representation in paragraph (2) of the Novation Certificate (as defined below).
(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 relevant Transfereeconsent of UPC Distribution to an assignment, transfer or novation must not be withheld solely because 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 assignment, novation or transfer may result in an increase to the Security Agent)Mandatory Cost;
(iii) the prior consent of UPC Distribution 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 26.2 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 event, on the later does not transfer to that third party any obligation and/or legal or equitable interest in any of the Transfer Date specified rights arising under this Agreement.
(c) A transfer of obligations will be effective only if the obligations are novated in such Novation Certificate and the fifth Business Day after accordance with Clause 26.3 (Procedure for novations).
(d) On each occasion an Existing Lender assigns, transfers or such earlier Business Day endorsed by the Intercreditor Agent on such Novation Certificate falling on or after) the date novates any 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 rights and/or obligations under this Agreement and (other than to an Affiliate or Related Fund of that Existing Lender), the corresponding rightsNew Lender shall, benefits and obligations on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of €1,500 except in the case of an assignment, transfer or novation where such Existing Lender also assigns, transfers or novates its rights in respect of an amount of outstanding Facility B Advances under the other Senior Finance Documents, Existing Facility to the Company and such same New Lender shall in order to comply with the provisions of Clause 26.2(a)(ii) above in which case no fee will be released from further obligations towards one another payable under this Agreement and but a fee of €1,500 will be payable under clause 26.2(d) (Transfers by Lenders) of the corresponding rightsExisting Facility Agreement.
(e) An Existing Lender is not responsible to a New Lender for:
(i) the execution, benefits and/or obligations under the genuineness, validity, enforceability or sufficiency of any Finance Document or any 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”)document;
21.6.2 each (ii) the collectability of amounts payable under any Finance Document; or
(iii) the Company and accuracy of any statements (whether written or oral) made in connection with any Finance Document.
(f) Each New Lender confirms to 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee Existing Lender and the other Lenders shall acquire Finance Parties that it:
(i) has made its own independent investigation and assessment of the same rights financial condition and benefits affairs of each Obligor and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the other relevant Senior Existing Lender in connection with any Finance Documents as a Lender with Document; and
(ii) will continue to make its own independent appraisal of the rights, benefits and/or obligations acquired creditworthiness of each Obligor and its related entities while any amount is or assumed by it as a result of such transfer and to that extent the Agents, the GCLAs and the relevant Lender shall each may be released from further obligations to each other outstanding under this Agreement and the or any Facility D1 Commitment, Facility D2 Commitment, Facility D3 Commitment, Facility D4 Commitment, Facility D5 Commitment or Additional Facility Commitment (if any) is in force.
(g) No Facility D Lender shall enter into any assignment, transfer, novation, sub-participation or other relevant Senior Finance Documents; and
21.6.4 such Transferee shall become a party hereto arrangement which results in its entitlement under Facility B to receive (either as a “Lender” and Facility B Lender under the Existing Facility or the holder of a sub-participation interest in respect of Facility B under the Existing Facility (including without limitation pursuant to a Relevant Facility B Sub-Participation Agreement) or a combination of the foregoing) on the date of any Facility B Repayment Instalment (as defined in the Existing Facility Agreement) corresponding to the relevant Utilisation Date for any of its undrawn Facility Agreement as D Commitment, an amount of Facility B less than the amount of its undrawn Facility D Commitment to be drawn on that date.
(h) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a “Hotel Facility Lender”re-transfer from a New Lender of any of the rights and/or obligations assigned, “Project Facility Lender”, “Additional Lender” transferred or “Revolving Credit Facility Lender” (as the case may be).novated under this Clause 26; or
Appears in 1 contract
Transfers by Lenders. If (a) A Lender (the "Existing Lender") may at any Lender wishes time, with the prior consent of the Company (not to be unreasonably withheld or delayed and to be deemed to have been given if the Company has not notified the Facility Agent that it does not so consent within 10 Business Days of receipt by the Company of a request for such consent), assign, transfer all or novate any of its rights, benefits rights and/or obligations under this Agreement and to another bank, trust or financial institution (the corresponding rights, benefits and/or obligations under the other Senior Finance Documents as contemplated in Clause 21.4 (Assignment and Transfer by Lenders"New Lender"), then provided that no such transfer shall only be effective if the procedure set out in this Clause 21.6 is complied with. Such transfer shall be effected consent by the delivery to Company will be required where the Intercreditor Agent (which the Intercreditor Agent shall promptly copy to the Company and the other Senior Secured Creditors) ofNew Lender is:
(ai) an Affiliate of the Existing Lender; or
(ii) a duly completed Novation Certificate executed by such Lender. Unless the Facility Agent otherwise agrees, the relevant Transfereeany partial assignment, the Intercreditor Agent and all other parties hereto acting through the Intercreditor Agent for this purpose transfer or novation must be in a minimum amount of at least (the authority for which is hereby conferred on the Intercreditor Agent); andpound)2,000,000.
(b) a duly completed Finance Party Accession Undertaking executed by such Lender, A transfer of obligations will be effective only if either:
(i) the relevant Transferee, obligations are novated in accordance with Clause 30.3 (Procedure for novation); or
(ii) the Intercreditor New Lender confirms to the Facility Agent and all other parties hereto acting through the Intercreditor Agent for this purpose (Company that it undertakes to be bound by 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 terms 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with in form and substance satisfactory to the rightsFacility Agent. On the transfer becoming effective in this manner the Existing Lender shall be relieved of its obligations under the Senior Finance Documents to the extent that they are transferred to the New Lender.
(c) Nothing in this Agreement restricts the ability of a Lender to sub-participate or sub-contract an obligation if that Lender remains liable under this Agreement for that obligation.
(d) Save where the Existing Lender is an Original Lender, benefits on each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agentsunder this Agreement, the GCLAs New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent an administration fee of (pound)1,000 and the relevant amount of all third party costs and expenses (together with any applicable value added tax) incurred by the Facility Agent in connection with such assignment, transfer or novation.
(e) Neither an Existing Lender shall nor any other Finance Party is responsible to a New Lender for:
(i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;
(ii) the collectability of amounts payable under any Finance Document or the financial condition of or the performance of its obligations under the Finance Documents by any Obligor; or
(iii) the accuracy of any statements or information (whether written or oral) made in or in connection with or supplied in connection with any Finance Document.
(f) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document;
(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be released outstanding under this Agreement or any Commitment is in force; and
(iii) is a bank, trust or financial institution whose ordinary business includes participation in syndicated facilities of this type.
(g) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from further a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 30.2 or Clause 30.3; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise.
(h) Any reference in this Agreement to each other a Lender includes a New Lender, but excludes a Lender if no amount is or may be owed to or by that Lender under this Agreement and the other relevant Senior Finance Documents; and
21.6.4 such Transferee shall become a party hereto as a “Lender” and its Commitment has been cancelled or reduced to the relevant Facility Agreement as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be)nil.
Appears in 1 contract
Samples: Supplemental Agreement (Dunlop Standard Aerospace Holdings PLC)
Transfers by Lenders. If any Lender wishes (a) A Transferor may, subject to clause 27.2 (Assignments and transfers by Lenders), transfer all or any of its rights, benefits and/or obligations under this Agreement rights 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 to a Transferee by the delivery to Facility Agent executing a Transfer Certificate which has been duly completed and signed by both the Intercreditor Agent (which the Intercreditor Agent shall promptly copy to the Company Transferee 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); andTransferor.
(b) a duly completed Finance Party Accession Undertaking executed by such Lender, On the relevant Transferee, the Intercreditor Agent and all other parties hereto acting through the Intercreditor Agent for this purpose date (the authority for "Transfer Date") 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 afterA) the date of delivery of such Novation specified in the Transfer Certificate as being the date on or as from which the transfer under this clause 27.4 is to take effect and Finance Party Accession Undertaking to (B) the Intercreditor Agent:
21.6.1 date on which the Facility Agent executes the Transfer Certificate, to the extent that that, in such Novation Certificate the Lender party thereto Transfer Certificate, the Transferor seeks to transfer by novation its rights, benefits and obligations under this Agreement and the corresponding rights, benefits right and obligations under the other Senior Finance Documents:
(i) to the extent the Transfer Certificate records a transfer of Advances which are outstanding on the Transfer Date, the Company transfer will take effect in relation to those Advances and such all related rights under the Credit Agreement by way of assignment;
(ii) to the extent the Transfer Certificate records a transfer of rights and obligations under the Senior Finance Documents in the case of rights to the extent not assigned as contemplated by paragraph (i) above), each of the Obligors and the Existing 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 each other will be cancelled (such rights and obligations being referred to in this Clause 21.6 clause 27.4 as “discharged rights "Discharged Rights and obligations”Obligations");
21.6.2 (iii) each of the Company Obligors and the Transferee New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights the Discharged Rights and obligations Obligations only insofar as that Obligor and the Company and such Transferee New Lender have assumed and/or acquired the same in place of such other party that Obligor and such the Existing Lender;
21.6.3 (iv) the AgentsFacility Agent, the GCLAsSecurity Agent, such Transferee the Joint Mandated Lead Arrangers, the New Lender and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee the New Lender been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender on the date of this agreement with the rights, benefits rights and/or obligations acquired or assumed by it as a result of such the transfer and to that extent the AgentsFacility Agent, the GCLAs Security Agent, the Joint Mandated Lead Arrangers and the relevant Existing Lender shall each be released from further obligations to each other under this Agreement and the other relevant Senior Finance Documentsagreement; and
21.6.4 such Transferee shall (v) the New Lender will become a party hereto to this agreement as a “Lender” .
(vi) the Transferee and the Existing Parties will assume obligations towards each other which differ from the Discharged Obligations only insofar as they are owed to or assumed by the Transferee instead of the Transferor;
(vii) the rights of the Transferor and the Existing Parties against each other under those Senior Finance Documents (the "Discharged Rights") will be cancelled;
(viii) the Transferee and the Existing Parties will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the Transferee instead of the Transferor; and
(ix) the Transferee will become a party to this agreement as a Lender in relation to the relevant Facility.
(c) Each of the parties to this agreement (other than the relevant Transferor and the relevant Transferee) irrevocably authorises the Facility Agreement Agent to execute on its behalf any Transfer Certificate which has been duly completed in accordance with this clause 27.4 and executed by each of the Transferor and the Transferee.
(d) The Facility Agent will notify the other parties to this agreement of the receipt and execution by it on their behalf of any Transfer Certificate as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (soon as the case may be)reasonably practicable following execution.
Appears in 1 contract
Transfers by Lenders. If (a) A Lender (the “Existing Lender”) may at any Lender wishes to time assign, transfer all or novate any of its rights, benefits rights and/or obligations under this Agreement and to another person (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“New Lender”) ofprovided that:
(ai) in the case of a duly completed Novation Certificate executed by such Lenderpartial assignment, transfer or novation of rights and/or obligations, a minimum amount of U.S.$10,000,000 in aggregate and in multiples of U.S.$1,000,000 (unless to an Affiliate or to a Lender or the relevant TransfereeAgent agrees otherwise) must be assigned, 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)transferred or novated; and
(ii) in the case of an assignment, transfer or novation by a Swingline Lender, a portion of that Swingline Lender's Swingline Commitment must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Lender's Swingline Commitment does not exceed its Commitment after the assignment, transfer or novation.
(b) a duly completed Finance Party Accession Undertaking executed by such Lender, A transfer of obligations will be effective only if either:
(i) the relevant Transferee, obligations are novated in accordance with Clause 26.4 (Procedure for novations); or
(ii) the Intercreditor New Lender gives prior written notice to Vodafone and confirms to the Agent and all other parties hereto acting through Vodafone that it undertakes to be bound by the Intercreditor Agent for terms of this purpose (the authority for which is herby conferred on the Intercreditor Agent Agreement as a Lender in form and which the Intercreditor Agent shall promptly deliver substance satisfactory to the Security Agent), . On the transfer becoming effective in which event, on this manner the later Existing Lender shall be relieved 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 its obligations under this Agreement to the extent that they are transferred to the New Lender. Back to Index
(c) No assignment, transfer or novation requires the consent of any Obligor but the Existing Lender must notify Vodafone (except in relation to an assignment, transfer or novation to an Affiliate) within three Business Days of such Novation Certificate an assignment, transfer or novation taking effect of the name of the New Lender, the date it takes effect and the reasons for the transfer.
(d) Nothing in this Agreement restricts the ability of a Lender party thereto seeks to transfer by novation sub-contract an obligation if that Lender remains liable under this Agreement for that obligation.
(e) On each occasion an Existing Lender assigns, transfers or novates any of its rights, benefits and rights and/or obligations under this Agreement (other than to an Affiliate), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of £1,000.
(f) An Existing Lender is not responsible to a New Lender for:
(i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; or
(ii) the collectability of amounts payable under any Finance Document; or
(iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document.
(g) Each New Lender confirms to the Existing Lender and the corresponding rightsother Finance Parties that it:
(i) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force.
(h) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and/or obligations assigned, benefits and transferred or novated under this Clause 26; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the other Senior Finance Documents, the Company and such this Agreement or otherwise.
(i) Any reference in this Agreement to a Lender shall includes a New Lender but excludes a Lender if no amount is or may be released from further obligations towards one another owed to or by it under this Agreement and its Commitment has been cancelled or reduced to nil.
(j) If any assignment, transfer or novation results either:
(i) at 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 time of the Company and assignment, transfer or novation; or
(ii) at any future time where 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with the rights, benefits and/or obligations acquired or assumed by it additional amount was caused as a result of such laws and/or regulations in force at the date of the assignment, transfer and or novation, Back to that extent the AgentsIndex in additional amounts becoming due under Clause 10 (Taxes) or amounts becoming due under Clause 12 (Increased costs), the GCLAs and the relevant New Lender shall each be released from further obligations entitled to each other under this Agreement and the other relevant Senior Finance Documents; and
21.6.4 receive such Transferee shall become a party hereto as a “Lender” and additional amounts only to the relevant Facility Agreement as a “Hotel Facility Lender”extent that the Existing Lender would have been so entitled had there been no such assignment, “Project Facility Lender”, “Additional Lender” transfer or “Revolving Credit Facility Lender” (as the case may be)novation.
Appears in 1 contract
Samples: 3 Year Facility Agreement (Vodafone Group Public LTD Co)
Transfers by Lenders. If (a) A Lender (the Existing Lender) may, subject to paragraph (b) below, at any Lender wishes to time assign, transfer all or novate any of its rights, benefits Commitments and/or its rights and/or obligations under this Agreement and to another bank or financial institution (the corresponding rightsNew Lender).
(i) A transfer of part of a Commitment must be in a minimum amount of at least U.S.$5,000,000 or its remaining Commitment, benefits and/or obligations under if less;
(ii) no transfer by a Lender of its Revolving Credit Commitment may result in its U.S.$ Swingline Commitments, its SEK Swingline Commitments, or the other Senior Finance Documents as contemplated in Clause 21.4 aggregate of its Swingline Commitments or that of its Affiliated Lender exceeding its Revolving Credit Commitment;
(Assignment and Transfer by Lenders), then such iii) a Lender may only transfer shall only be effective its Swingline Commitment to a New Lender 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) New Lender is, or will be, a duly completed Novation Certificate executed by such Revolving Credit Lender or an Affiliate of a Revolving Credit 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
(biv) the prior consent of the Parent is required for any such assignment, transfer or novation, unless the New Lender is another Lender or an Affiliate of a duly completed Finance Party Accession Undertaking executed by such LenderLender or unless an Event of Default has occurred which is continuing. However, the relevant Transfereeprior consent of the Parent must not be unreasonably withheld or delayed and will be deemed to have been given if, within five Business Days of receipt by the Intercreditor Parent of an application for consent, it has not been expressly refused.
(c) The Facility Agent is not obliged to execute a Novation Certificate until it has completed all know your customer requirements to its satisfaction. The Facility Agent must promptly notify the Existing Lender and the New Lender if there are any such requirements.
(d) A transfer of obligations will be effective only if either:
(i) the obligations are novated in accordance with Clause 28.3 (Procedure for novations); or
(ii) the New Lender confirms to the Facility Agent and all other parties hereto acting through the Intercreditor Obligors’ Agent for that it undertakes to be bound by the terms of this purpose (the authority for which is herby conferred on the Intercreditor Agent Agreement as a Lender in form and which the Intercreditor Agent shall promptly deliver substance satisfactory to the Security Facility Agent), . On the transfer becoming effective in which event, on this manner the later Existing Lender shall be relieved 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 its obligations under this Agreement to the extent that they are transferred to the New Lender.
(e) Nothing in such Novation Certificate this Agreement restricts the ability of a Lender party thereto seeks to subcontract an obligation if that Lender remains liable under this Agreement for that obligation.
(f) On each occasion an Existing Lender assigns, transfers or novates any of its Commitments, or any of its rights and/or obligations under this Agreement, other than in relation to a transfer to an Affiliate, the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of U.S.$2,500.
(g) An Existing Lender is not responsible to a New Lender for:
(i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;
(ii) the collectability of amounts payable under any Finance Document; or
(iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document.
(h) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by novation the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its rightsown independent appraisal of the creditworthiness of the Obligors and their related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force.
(i) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the Commitments and/or rights and/or obligations assigned, benefits and transferred or novated under this Clause 28; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by the Obligors of their obligations under the Finance Documents or otherwise.
(j) 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 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 its Commitment has been cancelled (such rights and obligations being referred or reduced 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 place of such other party and such Lender;
21.6.3 the Agents, the GCLAs, such Transferee and the other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement and the other relevant Senior Finance Documents as a Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agents, the GCLAs and the relevant Lender shall each be released from further obligations to each other under this Agreement and the other relevant Senior Finance Documents; and
21.6.4 such Transferee shall become a party hereto as a “Lender” and to the relevant Facility Agreement as a “Hotel Facility Lender”, “Project Facility Lender”, “Additional Lender” or “Revolving Credit Facility Lender” (as the case may be)nil.
Appears in 1 contract
Samples: Facilities Agreement (Autoliv Inc)
