Assignments and transfers by Lenders Sample Clauses

Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person (the New Lender). (b) Unless the Borrower and the Facility Agent otherwise agree, a transfer of part of a Commitment or rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of €5,000,000. (c) The consent of the Borrower is required for any assignment or transfer unless: (i) the New Lender is an existing Lender or an Affiliate of an existing Lender; or (ii) a Default is outstanding. The consent of the Borrower must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the Borrower is given notice of the request unless it is expressly refused by the Borrower within that time. (d) The Facility Agent is not obliged to execute a Transfer 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. (e) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Clause; or (ii) the New Lender confirms to the Facility Agent and the Borrower in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (f) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of €1,500. (g) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement. (h) A novation under this Clause does not extinguish or otherwise affect the obligations of any Obligor under the Finance Documents.

Assignments and transfers by Lenders. Subject to the following provisions of this Clause, a Lender (the Existing Lender) may at any time: (a) assign any of its rights; or (b) transfer by way of novation any of its rights or obligations under this Agreement, to any other 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).

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any Lender (the "Assignor") may at any time assign or otherwise transfer all or any part of its rights or obligations under this Agreement and any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitments. (b) A transfer of obligations shall not be effective until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and (ii) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance"). (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, the consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the result...

Assignments and transfers by Lenders. (a) Subject to Clause 27.5 but without further cost to the Owner, a Lender (the Existing Lender) may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or other financial institution or other entity which is regularly engaged in or established for the purpose of making, issuing, purchasing or investing in loans, securities and other financial assets (the New Lender). (b) Any Eksportfinans Lender may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to GIEK. (c) The Facility Agent is not obliged to execute a Transfer 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 the obligations are novated in accordance with the following provisions of this Clause 27. (e) On the transfer becoming effective in this manner, the relevant Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (f) Any reference in the Finance Documents to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance Documents. (g) The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of this Clause 27. (h) Each Lender agrees not to effect any assignment or transfer under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its equivalent rights and/or obligations under the Sister Loan Agreement.

Assignments and transfers by Lenders. The provisions of this Agreement shall be binding upon and inure to the benefit of the Lenders and their respective successors and assigns. A Lender may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Lender to such person, provided that such Lender complies with all laws applicable thereto and the provisions of the Loan Agreement and the Loan Documents and provides written notice of assignment to the Company promptly after such assignment is effected, and such person agrees in writing to be bound by all of the provisions contained herein.

Assignments and transfers by Lenders. (a) The Guarantor consents to any assignment, transfer, novation or change in Facility Office made by a Lender under the Credit Agreement. (b) 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 the Credit Agreement and its Commitment has been cancelled or reduced to nil.

Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this Clause 27.1, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank, financial institution or to a trust, fund or other entity which is regularly engaged or established for the purpose of making, purchasing or otherwise investing in loans, securities or other financial assets (the New Lender). (b) The prior written consent of the Parent is required for an assignment or transfer unless that 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; or (iii) made at a time when an Event of Default is continuing. The consent of the Parent to an assignment or transfer must not be unreasonably withheld or delayed. It will not be unreasonable for the Parent to withhold its consent to an assignment or transfer to a “loan-to-own” fund, or any person known to buy distressed debt and/or non-performing loans with intent to pursue active enforcement policies or to follow an investment strategy that is characterised by short-term position taking in relation to corporate, project or asset finance debt (or any Affiliate of such person). (c) A transfer of obligations will be effective only if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and either: (i) the obligations are novated in accordance with the following provisions of this Clause 27; or (ii) the New Lender confirms to the Facility Agent and the Parent in form and substance reasonably satisfactory to the Facility Agent and the Parent that it is bound by the terms of this Agreement. (d) On the transfer becoming effective in this manner, the relevant Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (e) 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. (f) Where the Parent’s consent to a transfer or assignment is not required pursuant to paragraph (b) above, the Facility Agent shall notify the Parent of the identity of the New Lender.

Assignments and transfers by Lenders. (a) Subject to paragraph (b) of this Clause 26.2, a Lender (the Existing Lender) may, with the consent of the Company (such consent not to be unreasonably withheld or delayed), at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank or financial institution (the New Lender). (b) No consent shall be required from the Company if: (i) an Event of Default has occurred and is outstanding; or (ii) if the proposed New Lender is an Affiliate of the Existing Lender or another Lender. (c) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Clause; or (ii) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (d) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of EUR 2,000. (e) 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.

Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this Clause 29.2, Clause 29.3 (Assignments and transfers – Issuing Bank) and the terms of the Syndication Letter, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person (a New Lender). (b) The written consent of the Obligors’ Agent is required for any assignment or transfer. The consent of the Obligors’ Agent must not be unreasonably withheld or delayed in the case of a proposed Lender whose published long term credit rating is equal to or higher than BBB in the case of Standard & Poor’s and/or Baa2 in the case of ▇▇▇▇▇’▇. (c) The Obligors’ Agent will, in the case of a transfer of rights and obligations in respect of the Facility, be deemed to have given its consent five Business Days after the Obligors’ Agent is given notice of the request unless it is expressly refused by the Obligors’ Agent within that time. (d) Unless the Obligors’ Agent and the Facility Agent, acting reasonably, otherwise agree, a transfer of part of a Commitment under this Agreement by the Existing Lender must not result in that Existing Lender or the New Lender having a Commitment in any Facility of less than $50,000,000 (the Minimum Commitment Amount). Any transfer of part of a Commitment held by The Royal Bank of Scotland plc or The Royal Bank of Scotland Finance (Ireland) must not result in the total Commitment of The Royal Bank of Scotland plc and The Royal Bank of Scotland Finance (Ireland) when taken together falling below the Minimum Commitment Amount. (e) The Facility Agent is not obliged to execute a Transfer Certificate or approve any confirmation in accordance with paragraph (f)(ii) below until it has completed all know your customer requirements to its satisfaction. The Facility Agent must complete all know your customer requirements expeditiously and must promptly notify the Existing Lender and the New Lender if there are any such requirements. (f) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Clause 29; or (ii) the New Lender confirms to the Facility Agent and the Obligors’ Agent in form and substance satisfactory to the Facility Agent and Obligors’ Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its oblig...