ASSIGNMENTS AND TRANSFERS BY BANKS. 34.1 Any Bank may at any time assign all or any of its rights and benefits under the Facility Documents or assign and transfer in accordance with Clause 34.3 all or any of its rights, benefits and obligations to any Qualifying Bank with (subject to Clause 34.7) the prior written consent of the Borrower (such consent not to be unreasonably withheld). 34.2 If any Bank assigns all or any of its rights and benefits under the Facility Documents in accordance with Clause 34.1 (but otherwise than in accordance with Clause 34.3), then, unless and until the assignee has agreed with the Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto or thereto as a Bank, the other Beneficiaries shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party thereto. 34.3 If any Bank wishes to assign and transfer all or any of its rights and benefits under any of the Facility Documents as contemplated in Clause 34.1, then such assignment and transfer may (subject to the proviso to Clause 34.1) be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fourth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of execution of such Transfer Certificate by the Agent: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer any of its obligations hereunder and/or under or in respect of the other Facility Documents, the Borrower, IFCO Europe and such Bank shall be released from further obligations towards one another hereunder and/or under or in respect of the other Facility Documents to such extent and their respective rights against one another shall to that extent be cancelled (such rights, benefits and obligations being referred to in this Clause as "discharged rights and obligations"); (ii) to the extent that in such Transfer Certificate the Bank party thereto seeks to assign any of its rights and benefits hereunder and/or under or in respect of the other Facility Documents, they shall be so assigned and each of the Borrower and IFCO Europe agrees (subject to, in relation to the proposed transfer of the benefit of the Senior Subordinated Security Documents in such Transfer Certificate, compliance with relevant laws) that it is an effective assignment of such rights and benefits; (iii) each of the Borrower, IFCO Europe and the Transferee party thereto shall assume obligations towards one another and/or acquire rights and benefits against one another which differ from such discharged rights and obligations only insofar as the Borrower, IFCO Europe and such Transferee have assumed and/or acquired the same in place of the Borrower, IFCO Europe and such Bank; and (iv) the Beneficiaries 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 hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer. 34.4 On the date upon which a transfer takes effect pursuant to Clause 34.3, other than pursuant to the Syndication, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of DM3,000. 34.5 The Borrower shall from time to time at the request of the Agent promptly execute any accession agreement to any of the Senior Subordinated Security Documents and do any other act or thing or execute such further documents as directed by the Agent in connection with the transfer of rights and benefits under Clause 34.1. 34.6 Any transfer pursuant to Clause 34.3 of part of a Bank's Commitment shall be in a minimum amount of DM5,000,000. 34.7 Any consent required to be given by a party under Clause 34.1 shall be deemed to have been given unless such party shall have notified the requesting party to the contrary within five business days of the request for such consent.
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Sources: Senior Subordinated Facility Agreement (Ifco Systems Nv)
ASSIGNMENTS AND TRANSFERS BY BANKS. 34.1 Any Bank may at any time assign all or any of its rights and benefits under the Facility Documents hereunder or assign and transfer in accordance with Clause 34.3 20.5 (Transfers by Banks) all or any of its rights, benefits and obligations hereunder to any Qualifying Bank with person, provided that:
(subject to Clause 34.7a) such assignment or transfer shall be in a minimum amount of £5,000,000, US$5,000,000 or Euro 5,000,000 except in the prior written consent case of:
(i) an assignment or transfer which has the effect of reducing the participation of the Borrower relevant Bank to zero in any of the Facilities; or
(ii) assignments or transfers which are made by a Bank in connection with syndication of any of the Facilities at any time prior to completion of syndication (as notified to the Obligors’ Agent by the Syndication Agent) provided that after all such assignments or transfers have been effected (A) such Bank and/or its Affiliates and/or its Related Funds, and (B) such Transferees and/or their Affiliates and/or Related Funds maintain in each case an aggregate holding in respect of the Facilities of not less than £5,000,000, US$5,000,000 or Euro 5,000,000 or such other aggregate amount as shall have been previously agreed by the Obligors’ Agent and the Facility Agent; or
(iii) an assignment or transfer which is made by a Bank to its Affiliate or to another Bank or to a Related Fund provided that such assignment or transfer is in a minimum amount of £1,000,000, US$1,000,000 or Euro 1,000,000 and that after such assignment or transfer has been effected (A) such Bank and/or its Affiliates and/or its Related Funds and (B) such Transferee and/or its Affiliates and/or Related Funds maintain in each case an aggregate holding in respect of the Facilities of not less than £5,000,000, US$5,000,000 or Euro 5,000,000 or such other aggregate amount as shall have been previously agreed by the Obligors’ Agent and the Facility Agent;
(b) in the case of an assignment or transfer in respect of the Revolving Facility, each Issuing Bank has approved the Transferee (such consent not to be unreasonably withheld).;
34.2 If any Bank assigns all (c) where the assignment or any transfer in question occurs after the completion of its rights and benefits under syndication of the relevant Facility Documents in accordance with Clause 34.1 (but otherwise than in accordance with Clause 34.3as notified to the Obligors’ Agent by the Original Facilities Syndication Agent, the Tranche C3 Syndication Agent or, as the case may be, the Tranche D Syndication Agent), then, unless and until the assignee has agreed with the Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto or thereto as a Bank, the other Beneficiaries shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party thereto.
34.3 If any Bank wishes to assign and assignment/transfer all or any of its rights and benefits under any of the Facility Documents as contemplated in Clause 34.1, then such assignment and transfer may (is subject to the proviso approval of the Obligors’ Agent (such approval not to Clause 34.1be unreasonably withheld or delayed) except that no approval of the Obligors’ Agent will be effected by required where such assignment or transfer is made to another Bank or to an Affiliate of any Bank or to a Related Fund or where an Event of Default has occurred and is continuing and the delivery to Group has an actual or shadow senior debt rating less than B from Standard & Poor’s or the equivalent from ▇▇▇▇▇’▇ Investor Services, Inc. provided that if the assignment or transfer does not require the consent of the Obligors’ Agent, the Facility Agent shall as soon as practicable notify the Obligors’ Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in each such Transfer Certificate and the fourth business day after (assignment or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of execution of such Transfer Certificate by the Agent:
(i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer any of its obligations hereunder and/or under or in respect of the other Facility Documents, the Borrower, IFCO Europe and such Bank shall be released from further obligations towards one another hereunder and/or under or in respect of the other Facility Documents to such extent and their respective rights against one another shall to that extent be cancelled (such rights, benefits and obligations being referred to in this Clause as "discharged rights and obligations")transfer;
(iid) such assignee or Transferee has entered into an accession agreement to the extent that in such Transfer Certificate the Bank party thereto seeks to assign any of its rights and benefits hereunder and/or under or in respect of the other Facility Documents, they shall be so assigned and each of the Borrower and IFCO Europe agrees (subject to, in relation to the proposed transfer of the benefit of the Senior Subordinated Security Documents in such Transfer Certificate, compliance with relevant laws) that it is an effective assignment of such rights and benefits;
(iii) each of the Borrower, IFCO Europe and the Transferee party thereto shall assume obligations towards one another and/or acquire rights and benefits against one another which differ from such discharged rights and obligations only insofar as the Borrower, IFCO Europe and such Transferee have assumed and/or acquired the same in place of the Borrower, IFCO Europe and such BankIntercreditor Agreement; and
(ive) the Beneficiaries 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 hereto as is a Bank with bank, trust or other financial institution or other entity which is regularly engaged in making, purchasing or investing in or securitising loans and/or securities or which was established for the rightspurpose of making, benefits purchasing or investing in or securitising loans and/or obligations acquired or assumed by it as a result of such transfersecurities.
34.4 On the date upon which a transfer takes effect pursuant to Clause 34.3, other than pursuant to the Syndication, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of DM3,000.
34.5 The Borrower shall from time to time at the request of the Agent promptly execute any accession agreement to any of the Senior Subordinated Security Documents and do any other act or thing or execute such further documents as directed by the Agent in connection with the transfer of rights and benefits under Clause 34.1.
34.6 Any transfer pursuant to Clause 34.3 of part of a Bank's Commitment shall be in a minimum amount of DM5,000,000.
34.7 Any consent required to be given by a party under Clause 34.1 shall be deemed to have been given unless such party shall have notified the requesting party to the contrary within five business days of the request for such consent.
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