Conditions of assignment or transfer. (a) The consent of the Borrower required under paragraph (a) of Clause 21.1 (Assignments and Transfers by the Lender) to an assignment or transfer must not be unreasonably withheld or delayed.
(b) An assignment will only be effective on:
(i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Initial Lender; and
(ii) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
(c) A transfer will only be effective if the procedure set out in Clause 21.4 (Procedure for transfer) is complied with.
(d) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or a Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs), then the New Lender or a Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or a Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
Conditions of assignment or transfer. Notwithstanding any other term of this Agreement, each Lender must ensure that at all times its Overall Commitment is not less than:
(a) its Swingline Commitment; or
(b) if it does not have a Swingline Commitment, the Swingline Commitment of a Lender which is its Affiliate.
Conditions of assignment or transfer. 25.2.1 An assignment will only be effective on:
(a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and
(b) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
25.2.2 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
25.2.3 If:
(a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
Conditions of assignment or transfer. (a) An Existing Lender must obtain the prior written consent of the Company (such consent not to be unreasonably withheld or delayed, provided that the Company shall be deemed to have given its consent five (5) Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that period) before it may make an assignment or transfer in accordance with Clause 27.1 (Assignments and transfers by the Lenders) unless the assignment or transfer is:
(i) to another Lender or an Affiliate of a Lender where such Affiliate is a Qualifying Bank;
(ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender;
(iii) to any bank or financial institution on the Approved List which is a Qualifying Bank; or
(iv) made at a time when an Event of Default is continuing.
(b) In the event a Lender enters into an assignment or transfer without complying with the requirements of paragraph (a) above, neither its Commitments and/or participations (but only to the extent of such transfer or assignment) nor those of the relevant transferee or assignee shall be included for the purpose of calculating whether a certain percentage of Total Commitments or Utilisations has been obtained to approve an amendment, waiver or similar under any of the Finance Documents.
(c) The Approved List may be amended with the prior written consent of the Agent (acting on the instruction of the Majority Lenders) and the Company.
(d) For the avoidance of doubt, an amendment to the Approved List (including the removal of an institution from the Approved List), will be without prejudice to the effect of any assignment or transfer which is made in accordance with this Clause 27 (Changes to the Lenders) prior to the date of such amendment.
(e) The amount of the Existing Lender’s Commitment assigned or transferred must be a minimum of USD 5,000,000 (or its equivalent in other currencies) unless the assignment or transfer is:
(i) to another Lender or an Affiliate of a Lender;
(ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender;
(iii) made at a time when an Event of Default is continuing; or
(iv) of all of the relevant Existing Lender’s Commitment (and not part thereof).
(f) For the purposes of paragraph (a) above:
(i) in the case of concurrent assignments, releases and accessions by an Existing Lender to two or more Related Funds or Affiliates, the participations in respect of the Commitmen...
Conditions of assignment or transfer a) The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:
Conditions of assignment or transfer. (a) An assignment will only be effective on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender.
(b) A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with.
(c) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
Conditions of assignment or transfer. 23.2.1 No assignment or transfer in accordance with Clause 23.1 (Assignments and transfers by the Lenders) can be made without the Borrower’s prior written consent unless it is:
(a) to an Affiliate of the Original Lender; or
(b) to a bank or financial institution and is made 60 days after the occurrence of an Event of Default pursuant to Clause 22.1.1 (Non-payment) which is continuing; or
(c) to a trust or fund and is made 270 days after the occurrence of an Event of Default pursuant to Clause 22.1.1 (Non-payment) which is continuing.
23.2.2 In the cases where the prior written consent of the Borrower is required for an assignment or transfer under Clause 23.2.1, the consent of the Borrower must not be unreasonably withheld or delayed if such assignment or transfer is to a bank or financial institution which has experience in providing financing to the shipping industry.
23.2.3 An assignment will only be effective on:
(a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and
(b) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
23.2.4 A transfer will only be effective if the procedure set out in Clause 23.5 (Procedure for transfer) is complied with.
23.2.5 If:
(a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This Clause 23.2.5 shall not apply:
(c) in relation to Clause 12.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its j...
Conditions of assignment or transfer. (a) The consent of the Company is required for an assignment or transfer by an Existing Lender, unless:
Conditions of assignment or transfer. (a) Subject to Clause 27.7 (Sub-participation), the prior consent of the Company is required for an assignment, transfer or sub-participation in accordance with Clause 27.1 (Assignments and Transfers by the Lenders) unless the assignment, transfer or sub-participation is:
(i) to an Affiliate of the Lender which is assigning, transferring or sub-participating its rights and/or obligations;
(ii) to another Lender or an Affiliate of another Lender, provided that if that assignment, transfer or sub-participation is in relation to any Revolving Facility, the other Lender or Affiliate of such Lender is an existing Lender under a Revolving Facility, or any revolving facility provided to an Affiliate of the Company;
(iii) if the existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or
(iv) made at a time when any Event of Default referred to in Section (1), (2), (5) or (10) of Schedule 15 (Event of Default) is continuing.
(b) Other than in relation to any Revolving Facility, the consent of the Company to an assignment, transfer or sub-participation must not be unreasonably withheld or delayed and, other than in relation to any Revolving Facility, such consent shall be deemed to have been given if not declined in writing within 5 Business Days of a written request by any Lender to the Company.
(c) Notwithstanding any other provision of this Agreement, the consent of each L/C Bank shall be required (such consent not to be unreasonably withheld or delayed) for any assignment, transfer or sub-participation of any Lender’s rights and/or obligations under the relevant Revolving Facility provided that in relation to any assignment, transfer or sub-participation required by the Company under Clause 9.4 (
Conditions of assignment or transfer. An assignment will only be effective on:
