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.
Appears in 2 contracts
Sources: Credit Facility Agreement, Credit Facility Agreement (Shurgard Storage Centers Inc)
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 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).
(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 Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of an existing a Lender; or
(ii) a Default is outstanding. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five Business Days after the Borrower Company is given notice of the request unless it is expressly refused by the Borrower Company within that time.
(c) The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(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 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.
(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 €euro 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.
Appears in 2 contracts
Sources: Credit Facility (Tele2 Ab), Credit Facility (Tele2 Ab)
Assignments and transfers by Lenders. participations and sub-participations
(a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time time:
(i) assign or any of its rights; or
(ii) transfer (including by way of novation) any of its rights and obligations under this Agreement (Vertragsübernahme), to any other person (the New Lender).
(b) Unless the Borrower Company and the Facility Agent otherwise agree, an assignment of a part of its rights and a transfer of part of a Commitment or its rights and obligations under this Agreement by the an Existing Lender must be in a minimum amount of €5,000,0002,500,000.
(c) The Other than as set out in paragraph (d) below, the consent of the Borrower Company is not required for any assignment or transfer unless:pursuant to this Clause 31.
(id) A transfer of rights and obligations by any Existing Lender under the New Lender is an existing Lender or an Affiliate Revolving Credit Facility shall not be made without the consent of an existing Lender; or
(ii) a Default is outstandingthe Company. The consent of the Borrower Company to a transfer of rights and obligations by any Existing Lender under the Revolving Credit Facility must not be unreasonably withheld or delayed, provided that the Existing Lender has disclosed the identity of the New Lender to the Company in its request for the consent of the Company. The Borrower Company will be deemed to have given its consent five to a transfer of rights and obligations by any Existing Lender under the Revolving Credit Facility 10 Business Days after the Borrower is given notice of the request Existing Lender has requested it, unless it consent is expressly refused by the Borrower Company within that time.
(d) . The Facility Agent consent of the Company 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 required if the New Lender if there are any such requirementsis another Lender or an Affiliate of a Lender or an Event of Default has occurred.
(e) A transfer of obligations An assignment will only be effective only if either:
(i) on receipt by the obligations are novated in accordance with the following provisions Facility Agent of this Clause; or
(ii) written confirmation by the New Lender confirms to the Facility Agent and the Borrower (in form and substance satisfactory to the Facility Agent Agent) that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing New Lender will be released from its assume the same obligations under this Agreement to the extent that they are transferred to the New other Finance Parties as it would have been under if it was an Original Lender.
(f) No Lender may transfer any of its Commitment in whole or in part unless it rateably transfers its rights resulting from its participation in any related existing Loans of the same designation as the Commitment.
(g) Any transfer shall be effective only if the procedures set out in Clause 31.3 below are complied with.
(h) Unless the Facility Agent otherwise agrees, the New Lender to whom rights and obligations are to be transferred must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occursTransfer Date (as defined in Clause 31.3 below), a fee of €1,5002,500.
(gi) Any reference in Notwithstanding the provisions of this Agreement to Clause 31, a Lender includes may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a New Lender but excludes beneficial interest in a Lender if no amount is or may be owed to or by it Lender’s rights under this Agreement.
(h) A novation , or grant a security interest in its rights under this Clause does not extinguish Agreement, provided that no person other than a Lender or otherwise affect an Affiliate of a Lender may, without the obligations consent of the Company (unless an Event of Default is outstanding), obtain direct rights or claims against the Company or any Obligor under the Finance Documentsother Borrower as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 2 contracts
Sources: Credit Facility Agreement (Merck Kgaa /Fi), Credit Facility Agreement (E. Merck oHG)
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 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).
(b) Unless the Borrower Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender must be in a minimum Koruna Amount of CZK60,000,000 and in an amount which is an integral multiple of €5,000,000CZK30,000,000.
(c) The After the Syndication Date, the consent of the Borrower Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or an existing Lender; or
(ii) a Event of Default is outstanding. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five Business Days after the Borrower Company is given notice of the request unless it is expressly refused by the Borrower Company within that time.
(d) The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(e) 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.
(ef) An assignment of rights will only be effective if 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 obligations to the other Finance Parties under this Agreement equivalent to those it would have been under if it were an Original Lender.
(g) A transfer of obligations will be effective only if either:
(i) the rights are assigned and obligations are novated released and equivalent obligations assumed in accordance with the following provisions of this Clause; or
(ii) the New Lender confirms to the Facility Agent and the Borrower 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.
(fh) 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 €1,500e1,500.
(gi) 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.
Appears in 1 contract
Sources: Credit Facility Agreement (Telesystem International Wireless Inc)
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 Guarantor and the Facility Agent otherwise agreeagree and except as provided below, a transfer of part of a Commitment or part of its rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of €5,000,000US$5,000,000 and an integral multiple of US$1,000,000.
(c) The consent of the Borrower Guarantor is required for any assignment or transfer unless:
(i) the assignment is by way of security to any U.S. Federal Reserve Bank;
(ii) the New Lender is an existing another Lender or an Affiliate of an existing a Lender, in which case prior written notice must be given by the Existing Lender to the Company, the Guarantor and the Facility Agent; or
(iiiii) a an Event of Default is outstanding. The consent of the Borrower Guarantor must not be unreasonably withheld or delayed. The Borrower Guarantor will be deemed to have given its consent five Business Days after the Borrower Guarantor is given notice of the request unless it is expressly refused by the Borrower Guarantor within that time.
(d) The Facility Agent is not obliged to execute a Transfer Certificate or otherwise give effect to an assignment or transfer 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 If the consent of the Guarantor is required for any assignment or transfer (irrespective of obligations will whether it may 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 unreasonably withheld or not), the Facility Agent and is not obliged to execute a Transfer Certificate if 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 Guarantor withholds its obligations under this Agreement to the extent that they are transferred to the New Lenderconsent.
(f) Unless (i) If, on the Facility Agent otherwise agreesdate of an assignment or transfer, it is a requirement of Dutch law that each Lender must be a Professional Market Party:
(A) unless the New Lender is a Professional Market Party, the consent of the Company is required for any assignment or transfer;
(B) the Company's consent must not be unreasonably withheld or delayed;
(C) the Company will be deemed to have given its consent five Business Days after the Company and the Guarantor are given written notice of the request together with a copy of a Transfer Certificate signed by the New Lender confirming that it is a Professional Market Party or forms part of a closed circle with the Company unless it is expressly refused by the Company within that time because either:
I. the proposed New Lender is not a Professional Market Party or does not form part of a closed circle (besloten ▇▇▇▇▇) with the Company; or
II. the Company has demonstrated that it is in good faith unable to determine with certainty whether the proposed New Lender is a Professional Market Party or forms part of a closed circle (besloten ▇▇▇▇▇) with the Company;
(D) the New Lender must pay to comply with the Facility Agent for its own account, on or before obligations set out in paragraph (ii) below;
(E) the date any Company must make the representation set out in paragraph (iii) below; and
(F) no assignment or transfer occurs, a fee of €1,500.
(g) Any reference in this Agreement to a Lender includes a will be effective unless both the New Lender but excludes a Lender if no amount is or may be owed to or by it under and the Company have complied with the requirements of this AgreementSubclause.
(h) A novation under this Clause does not extinguish or otherwise affect the obligations of any Obligor under the Finance Documents.
Appears in 1 contract
Assignments and transfers by Lenders. (a) 27.2.1 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) 27.2.2 Unless the Borrower Company 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 27.2.3 An Existing Lender must consult with the Borrower is required Company for any no more than five Business Days before it may make an assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or an existing Lender; or
(ii) a Event of Default has occurred and 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) 27.2.4 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) 27.2.5 A transfer of obligations will be effective only if either:
(i) 27.2.5.1 the obligations are novated in accordance with the following provisions of this Clause; or
(ii) 27.2.5.2 the New Lender confirms to the Facility Agent and the Borrower 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.
(f) 27.2.6 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£1,750.
(g) 27.2.7 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.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (PPL Energy Supply LLC)
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 bank or financial institution or to a trust, fund or other financial 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).
(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 Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or an existing Lender; or
(ii) a Event of Default is outstanding. The consent of the Borrower Company 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.
(dc) 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.
(ed) 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 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.
(fe) 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'E'1,500.
(gf) 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.
(g) An assignment of rights will only be effective if, at the cost of the Lender, the assignment is notified to the Company by a bailiff (huissier) in accordance with Article 1690 of the French Civil Code.
(h) A novation under this Clause does new Lender shall not extinguish be entitled to receive any greater payments than the Existing Lender would have received had the assignment or otherwise affect transfer not taken place if such increase in payment arises as a result of circumstances existing at the date of assignment or transfer .
(i) The liabilities and obligations of the Obligors shall not be increased by reason of any Obligor under assignment or transfer if such increase arises as a result of circumstances existing at the Finance Documentsdate of assignment or transfer.
Appears in 1 contract
Sources: Credit Facility Agreement (International Paper Co /New/)
Assignments and transfers by Lenders. (a) A Lender (the Existing Lender"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 another person (the New Lender"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 Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of an existing a Lender; or
(ii) a Default is outstanding. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five ten Business Days after the Borrower Company is given notice of the request unless it is expressly refused by the Borrower Company 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.
(ec) 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 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.
(fd) 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 €1,500pound sterling 1,000.
(ge) 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.
Appears in 1 contract
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 another bank or financial institution or to a trust, fund or other person entity regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets which:
(i) is a Qualifying Lender, as defined in Subclause 12.1 (General) (the New Lender); and
(ii) has a minimum of two credit ratings of either ‘A-’ or better by Standard & Poor’s, A3 or better by ▇▇▇▇▇’▇ or a comparable rating from a nationally recognised credit rating agency for its longer term debt obligations.
(b) Unless the Borrower and the Facility Agent otherwise agree, a 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 €5,000,000at least U.S.$20,000,000 and an integral multiple of U.S.$5,000,000.
(c) The Unless an Event of Default has occurred which is outstanding, the consent of the Borrower Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of an existing Lender; or
(ii) a Default Lender that is outstandinga bank or financial institution. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five ten Business Days after the Borrower Company is given notice of the request unless it is expressly refused by the Borrower Company 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 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.
(fe) 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 €1,500U.S.$4,000.
(gf) 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.
(hg) A novation under Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Clause does not extinguish Agreement on or otherwise affect prior to the obligations of any Obligor under date on which the Finance Documentstransfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Loan Agreement (Smith & Nephew PLC)
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 bank (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 and the Guarantor is required for any assignment or transfer unless:
(i) unless the New Lender is another Lender or (if a bank) an existing Affiliate of a Lender or an Affiliate Event of an existing Lender; or
(ii) a Default is outstanding. The consent of the Borrower and the Guarantor must not be unreasonably withheld or delayed. The Borrower and the Guarantor will be deemed to have given its consent five ten Business Days after the Borrower is and the Guarantor are given notice of the request unless it is expressly refused by the Borrower and the Guarantor within that time.
(c) Neither the Borrower nor the Guarantor may withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(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.
Appears in 1 contract
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)) provided that it shall at the same time assign or transfer to the New Lender a proportionate share of its rights and obligations (in its capacity as a Lender) under or in connection with the other Finance Documents.
(b) Unless the Borrower Company and the Facility Agent otherwise agreeagree and except as provided below, a transfer of part of a Commitment or part of its rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of €US$5,000,000.
(c) The consent of the Borrower Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or an existing Lender; or
(ii) a Event of Default is outstanding. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five Business Days after the Borrower Company is given notice of the request unless it is expressly refused by the Borrower Company within that time.
(d) The If an Existing Lender transfers all or part of its rights and/or obligations in respect of any Loan or Commitment in a 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 New Lender, the Existing Lender and shall at the same time transfer to the New Lender if there are the same percentage or, as the case may be, all of its rights and/or obligations in respect of any such requirementsother Loans or Commitments in the other Facility in which that Existing Lender participates.
(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 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 the manner set out in subsidiary-paragraph (ii) above, 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 €1,500US$1,000.
(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.
Appears in 1 contract
Sources: Term and Revolving Credit Facility Agreement (Kellwood Co)
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 Company 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 Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of an existing a Lender; or
(ii) a Default is outstanding. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five Business Days after the Borrower is given notice of the request Lender has requested it unless it consent is expressly refused by the Borrower Company 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) The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(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; or
(ii) the New Lender confirms to the Facility Agent and the Borrower 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.
(fg) 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£2,000.
(gh) 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.
Appears in 1 contract
Sources: Credit Facility Agreement (PPL Corp)
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 bank or financial institution or other person 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).
(b) Unless the Borrower Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or the 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 Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or an existing Lender; or
(ii) a Event of Default is outstanding. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five Business Days ten days after the Borrower Company is given notice of the request unless it is expressly refused by the Borrower Company 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 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.
(fe) Unless the Facility Agent otherwise agreesagrees or the New Lender is an Affiliate of the Existing Lender, 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.
(gf) 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.
Appears in 1 contract
Sources: Credit Facility (Vivendi Universal)
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 person/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).
(b) Unless the Borrower Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of €5,000,00010,000,000.
(c) The consent of the Borrower Company is required for any an assignment or transfer by a Lender unless:
(i) the New Lender assignment of transfer is an existing to another Lender or an Affiliate of an existing a Lender; or
(ii) a an Event of Default is outstanding. .
(d) The consent of the Borrower Company to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five Business Days after the Borrower is given notice of the request Lender has requested it unless it consent is expressly refused by the Borrower Company within that time.
(de) The Facility Agent Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost unless the Mandatory Cost is not obliged to execute itself a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The Facility Agent must promptly notify the Existing Lender material amount and the New Lender if there are any such requirementsincrease is material.
(ef) 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 Company in form and substance satisfactory to the Facility Agent and the Company 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.
(fg) 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 €1,5002,000.
(gh) 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.
Appears in 1 contract
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 bank or financial institution or to a trust, fund or other financial 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).
(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 Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or an existing Lender; or
(ii) a Event of Default is outstanding. The consent of the Borrower Company 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.
(dc) 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.
(ed) 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 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.
(fe) 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.
(gf) 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.
(g) Within ten Business Days of it becoming effective, the Facility Agent will give notice to the Company and the Guarantor of any assignment or transfer for which the consent of the Company is not required under paragraph (b) above.
(h) A new Lender shall not be entitled to receive any greater payments than the Existing Lender would have received had the assignment or transfer not taken place if such increase in payment arises as a result of circumstances existing at the date of assignment or transfer.
(i) The liabilities and obligations of the Obligors shall not be increased by reason of any assignment or transfer if such increase arises as a result of circumstances existing at the date of assignment or transfer.
(j) An assignment transfer or novation under this Clause does not extinguish or otherwise affect the obligations of any Obligor under the Finance Documents.
Appears in 1 contract
Sources: Credit Facility Agreement (International Paper Co /New/)
Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, may 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 Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of €5,000,000(pound)5,000,000.
(c) The consent of the Borrower Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of an existing a Lender; or
(ii) a Default is outstanding. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five Business Days after the Borrower Company is given notice of the request unless it is expressly refused by the Borrower Company 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 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.
(e) Any assignment or transfer by a Lender to a New Lender shall only be effective if it transfers or assigns the Lender's share of each Facility pro rata.
(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(pound)1,000.
(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.
Appears in 1 contract
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 Company 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 Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of an existing a Lender; or
(ii) a Default is outstanding. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five Business Days after the Borrower is given notice of the request Lender has requested it unless it consent is expressly refused by the Borrower Company 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) The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost
(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; or
(ii) the New Lender confirms to the Facility Agent and the Borrower 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.
(fg) 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£750.
(gh) 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.
Appears in 1 contract
Sources: Credit Facility Agreement (PPL Corp)
Assignments and transfers by Lenders. participations and sub-participations
(a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time time:
(i) assign or any of its rights; or
(ii) transfer (including by way of novation) any of its rights and obligations (Vertragsübernahme) under this Agreement to any other person (the New Lender).
(b) Unless the Borrower Company and the Facility Agent otherwise agree, an assignment of a part of its rights and a transfer of part of a Commitment or its rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of €5,000,00010,000,000.
(c) The Prior to the end of the Availability Period the consent of the Borrower Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or an existing Lender; or
(ii) a Event of Default is outstanding. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower will be delayed and consent deemed to have given its consent if no express refusal within five Business Days after Days. Following the Borrower is given notice expiry of the request unless Availability Period the consent of the Company to any assignment or transfer is not required if (i) the New Lender is another Lender or an Affiliate of a Lender, (ii) an Event of Default is outstanding or (iii) the proposed New Lender (or its Affiliate) (x) is an institution licensed (directly or indirectly) by the relevant governmental authority of its jurisdiction of incorporation or where it is expressly refused by organised to conduct banking business; and (Y) has a long term credit rating at the Borrower within that timetime it (or its Affiliate) is to become a New Lender of at least Baa 1 or, as the case may be, BBB+.
(d) The An assignment will only be effective on receipt by 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 of written confirmation by 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 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:
(i) will assume the same obligations to the other Finance Parties as it would have been under if it was an Existing Lender; and
(ii) unless the Facility Agent otherwise agrees, pay to the Facility Agent for its own account a fee of €1,500.
(e) No Lender may transfer any of its Commitment in whole or in part separately from assigning its rights resulting from its participation in any related existing Loans.
(f) Any transfer shall be effective only if the procedures set out in Clause 25.3 below are complied with.
(g) Unless the Facility Agent otherwise agrees, the New Lender to whom rights and obligations are to be transferred must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occursTransfer Date (as defined in Clause 25.3 below), a fee of €1,500.
(gh) Any reference in Notwithstanding the provisions of this Agreement to Clause 25, a Lender includes may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a New Lender but excludes beneficial interest in a Lender if no amount is or may be owed to or by it Lender’s rights under this Agreement.
(h) A novation , or grant a security interest in its rights under this Clause does not extinguish Agreement, provided that no person other than a Lender or otherwise affect an Affiliate of a Lender may, without the obligations consent of any Obligor under the Finance DocumentsCompany (unless a Default is outstanding), obtain direct rights or claims against the Company as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Sources: Syndicated Facilities Agreement (Bayer Aktiengesellschaft)
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 Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of €5,000,0002,500,000.
(c) The Until the Primary Syndication Date has occurred, the consent of the Borrower Company is not required for any assignment or transfer, provided that the Existing Lender shall consult with the Company about any proposed transfer unless:for not more than five Business Days.
(d) Following the occurrence of the Primary Syndication Date, the prior consent of the Company is required for any assignment, transfer or novation under paragraph (a) above unless (i) the New Lender is an existing another Lender or an Affiliate of an existing Lender; or
a Lender or (ii) a an Event of Default is outstanding. The Such consent of the Borrower must may not be unreasonably withheld or delayed. The Borrower delayed and will be deemed to have been given its consent five Business Days after the Borrower is given notice of the request unless if it is expressly not refused by the Borrower Company within that time.
(d) The Facility Agent is not obliged to execute 5 Business Days of receipt by the Company of 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 requirementsrequest for it.
(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 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.
(f) Unless Save in relation to any transfer or assignment to an Affiliate of the Existing Lender, 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) Save in relation to any assignment or transfer by a Lender to its Affiliate, the consent of the Fronting Bank is required for any assignment or transfer of any Lender’s rights and obligations in relation to the Tranche B Facility under this Agreement where the credit rating of the assignee or transferee is less than A- by S&P or Fitch or A3 by ▇▇▇▇▇’▇ for its long-term debt obligations. If the credit rating of any Lender for its long-term debt obligations was A- by S&P or Fitch or A3 by ▇▇▇▇▇’▇ when it became a Lender, but subsequently falls below that threshold, the Fronting Bank shall be entitled to require that Lender promptly to transfer its Tranche B Commitment to a person with a credit rating of at least A- by S&P or Fitch or A3 by ▇▇▇▇▇’▇ for its long-term debt obligations.
(h) 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.
(hi) A novation Without prejudice to Clause 30.5 (Costs resulting from change of Lender or Facility Office) or any other provisions of this Agreement relating to the assignment or transfer by any Lender of its rights and obligations under this Agreement, any Lender which is a fund may, without the consent of the Company or the Facility Agent, pledge all or any portion of its Loans to a trustee for the benefit of investors in such fund and in support of its obligations to such investors or trustee. No such pledge or assignment shall release the Lender from its obligations under any Finance Document.
(j) No assignment or transfer under this Clause does will be effective until the Facility Agent has completed all know your customer requirements relating to any person that it is required to carry out in relation to such assignment or transfer. The Facility Agent is not extinguish or otherwise affect the obligations of any Obligor under the Finance Documentsobliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction (acting reasonably).
Appears in 1 contract
Sources: Credit Facility Agreement (Valentia Telecommunications)
Assignments and transfers by Lenders. participations and sub-participations
(a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time time:
(i) assign or any of its rights; or
(ii) transfer (including by way of novation) any of its rights and obligations (Vertragsübernahme) under this Agreement to any other person (the New Lender).
(b) Unless the Borrower Company and the Facility Agent otherwise agree, an assignment of a part of its rights and a transfer of part of a Commitment or its rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of €5,000,00010,000,000.
(c) The Prior to the end of the Availability Period the consent of the Borrower Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or an existing Lender; or
(ii) a Event of Default is outstanding. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower will be delayed and consent deemed to have given its consent if no express refusal within five Business Days after Days. Following the Borrower is given notice expiry of the request unless Availability Period the consent of the Company to any assignment or transfer is not required if (i) the New Lender is another Lender or an Affiliate of a Lender (ii) an Event of Default is outstanding or (iii) the proposed New Lender (or its Affiliate) (x) is an institution licensed (directly or indirectly) by the relevant governmental authority of its jurisdiction of incorporation or where it is expressly refused by organised to conduct banking business; and (y) has a long term credit rating at the Borrower within that timetime it (or its Affiliate) is to become a New Lender of at least Baa 1 or, as the case may be, BBB+.
(d) The An assignment will only be effective on receipt by 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 of written confirmation by 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 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:
(i) will assume the same obligations to the other Finance Parties as it would have been under if it was an Existing Lender; and
(ii) unless the Facility Agent otherwise agrees, pay to the Facility Agent for its own account a fee of €1,500.
(e) No Lender may transfer any of its Commitment in whole or in part separately from assigning its rights resulting from its participation in any related existing Loans.
(f) Any transfer shall be effective only if the procedures set out in Clause 25.3 below are complied with.
(g) Unless the Facility Agent otherwise agrees, the New Lender to whom rights and obligations are to be transferred must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occursTransfer Date (as defined in Clause 25.3 below), a fee of €1,500.
(gh) Any reference in Notwithstanding the provisions of this Agreement to Clause 25, a Lender includes may enter into any participation or sub-participation in relation to, or any other transaction under which payments are made by reference to, this Agreement, or which transfers a New Lender but excludes beneficial interest in a Lender if no amount is or may be owed to or by it Lender’s rights under this Agreement.
(h) A novation , or grant a security interest in its rights under this Clause does not extinguish Agreement, provided that no person other than a Lender or otherwise affect an Affiliate of a Lender may, without the obligations consent of any Obligor under the Finance DocumentsCompany (unless a Default is outstanding), obtain direct rights or claims against the Company as a result of that participation, subparticipation, other transaction, transfer of beneficial interest or grant of security interest.
Appears in 1 contract
Sources: Bridge Facilities Agreement (Bayer Aktiengesellschaft)
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 Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or the rights and obligations under this Agreement by the an Existing Lender must (a) be in a minimum amount of €5,000,0005,000,000 or, in respect of any Lender which participates in the B1 Term Loan Facility and B2 Term Loan Facility or the C1 Term Loan Facility and C2 Term Loan Facility only, €2,500,000) and (b) of an amount such that if the Existing Lender retains any Commitment it is of a minimum amount of €2,500,000 PROVIDED THAT for the purpose of paragraph (a) above:
(i) if an Existing Lender is a Fund, it may transfer to another Fund that is either an Existing Lender or a Related Fund of a Fund that is an Existing Lender in any amount;
(ii) in the case of concurrent transfers by an Existing Lender to two or more Related Funds, all such concurrent transfers shall be aggregated;
(iii) if on the same date two or more Existing Lenders are transferring part of their Commitments or the rights and obligations under this Agreement to the same transferee the minimum amount so transferred by any Existing Lender to such transferee may be less than €5,000,000 (or €2,500,000 in the case of transfers of B1 Term Loan Commitments and B2 Term Loan Commitments and or C1 Term Loan Commitments and C2 Term Loan Commitments) so long as the aggregate amount transferred to such transferee on such date is €5,000,000 (or €2,500,000 in the case of transfers of B1 Term Loan Commitments and B2 Term Loan Commitments or C1 Term Loan Commitments and C2 Term Loan Commitments) or more;
(iv) any Existing Lender wishing to assign or transfer all or any of its rights and obligations under this Agreement shall give to each Dutch Borrower not less than five Business Days’ prior written notice to that effect;
(v) at any time whilst it is a requirement of Dutch law that each Lender is a Professional Market Party, any Dutch Borrower may, within five Business Days of receipt of the relevant notice from the relevant Existing Lender under (iv) above, object to such assignment or transfer by notice in writing to the Existing Lender wishing to effect such assignment or transfer on the sole grounds that the relevant assignee or Transferee is not a Professional Market Party;
(vi) if no such objection is received from each Dutch Borrower within such five Business Day period the relevant Existing Lender shall be entitled to proceed with such assignment or transfer;
(vii) if such an objection is received during such five Business Day period the relevant Existing Lender shall not be entitled to proceed with such assignment or transfer unless and until it is established that the relevant assignee or transferee is a Professional Market Party; and
(viii) any transfer of:
(A) A1 Term Loan Commitments or A2 Term Loan Commitments to a New Lender may only be made if there is a simultaneous transfer to such New Lender of a pro rata portion of the A2 Term Loan Commitments or A1 Term Loan Commitments, respectively;
(B) B1 Term Loan Commitments or B2 Term Loan Commitments to a New Lender may only be made if there is a simultaneous transfer to such New Lender of a pro rata portion of the B2 Term Loan Commitments or B1 Term Loan Commitments, respectively;
(C) C1 Term Loan Commitments or C2 Term Loan Commitments to a New Lender may only be made if there is a simultaneous transfer to such New Lender of a pro rata portions of the C2 Term Loan Commitments or C1 Term Loan Commitments, respectively; and, in each case, any threshold in this Clause 31.2 shall apply to the aggregate of the (i) A1 Term Loan Commitments and A2 Term Loan Commitments; or (ii) B1 Term Loan Commitments and B2 Term Loan Commitments; or (iii) C1 Term Loan Commitments and C2 Term Loan Commitments, (as applicable) so transferred or retained.
(c) The consent of Except during the Borrower is required for any Syndication Period an Existing Lender must consult with the Company prior to making an assignment or transfer unlessto a New Lender. The consultation with the Company in relation to an assignment, transfer, sub participation or sub contract shall not be required:
(i) if such assignment, transfer, sub participation, or sub contract is to an Existing Lender or affiliate of such a Lender;
(ii) if such assignment, transfer, sub participation, or sub contract is to a fund within the New Lender same investor group as a fund which is an existing Lender or an Affiliate of an existing Existing Lender; or
(iiiii) a if an Event of 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 timecontinuing.
(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 rights and obligations will be effective only if either:
(i) the rights and 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 Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement and the Priority Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its rights and obligations under this Agreement to the extent that they are transferred to the New Lender.
(fe) 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.
(gf) 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.
(g) A Lender may sub-participate or sub-contract its obligations under this Agreement provided that if voting rights are given to any sub-participant or sub-contractor the relevant Lender must first consult with the Company (subject to paragraph (c)).
(h) A novation If any Lender assigns or transfers any of its rights and/or obligations under this Agreement, a copy of the written instrument by which such rights are assigned or transferred will be notified by the New Lender to any Obligor incorporated in the Republic of France by bailiff (huissier) in accordance with the provisions of Article 1690 of the French Civil Code.
(i) Without prejudice to Subclause 31.6 (Costs resulting from change of Lender or Facility Office) or any other provision of this Agreement relating to assignment or transfer by any Lender of its rights and obligations under this Agreement any Lender which is a fund may, without the consent of the Company or the Facility Agent pledge all or any portion of its Loans to a trustee for the benefit of investors in such fund and in support of its obligations to such investors or trustee. No such pledge or assignment shall release the relevant Lender from the obligations hereunder.
(j) For the purposes of and pursuant to Article 1263 of the Italian Civil Code, it is hereby expressly agreed that, in the event of any assignment or transfer of rights or obligations made by an Existing Lender under this Clause does not extinguish 31.2 (Assignment and transfers by Lenders), all Security Interests created or otherwise affect evidenced by the obligations Security Documents shall be preserved for the benefit of any Obligor under the Finance New Lender and each other Lender in accordance with the terms of the Security Documents.
Appears in 1 contract
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 another bank or financial institution (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 Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing both: (i) another Lender or an Affiliate of an existing a Lender; or
and (ii) is a Default Qualifying Lender but not a Treaty Lender (as defined in Clause 13.1 (General)). Unless the proposed New Lender is outstanding. The a Treaty Lender or is not a Qualifying Lender, the consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five ten Business Days after the Borrower Company is given notice of the request request, unless it is expressly refused by the Borrower Company within that time. Notice will not be effectively given to the Company under this paragraph (b) if the notice does not specify: (iii) the jurisdiction in which the proposed New Lender is tax resident and whether that proposed New Lender is a Treaty Lender; and (iv) (A) that Loans will be disbursed by the proposed New Lender from outside the U.S.A.; (B) that negotiations in respect of the Facility have taken place outside the U.S.A. and execution of the Transfer Certificate or other transfer document by the proposed New Lender will take place outside the U.S.A.; and (C) that Loans will be booked outside the U.S.A. by the proposed New Lender.
(c) The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(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
or (ii) the New Lender confirms to the Facility Agent and the Borrower 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 <PAGE> 65 Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.
(fe) 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 €1,500e1,500.
(gf) 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.
(hg) A novation If any Lender assigns its rights under this Clause does not extinguish or otherwise affect Agreement, a written instrument by which those rights are assigned must be notified to any Borrower incorporated in France by bailiff ("huissier") in accordance with the obligations provisions of any Obligor under Article 1690 of the Finance DocumentsFrench Civil Code at the cost of the relevant New Lender.
Appears in 1 contract
Sources: Credit Facility
Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time after the date falling 12 months from the Closing Date assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person bank or financial institution (the New Lender).
(b) Unless the Borrower Company 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'E'50,000,000 and must be pro rata across all Tranches of the Facility.
(c) Unless the Company otherwise agrees, each of the Original Lenders must retain, and may not assign or transfer:
(i) 75 per cent of their original Commitment (and Loans made under that percentage of its original Commitment) for the period between 12 months from the Closing Date and 18 months from the Closing Date; and
(ii) 50 per cent. of their original Commitment (and Loans made under that percentage of its original Commitment) from the date falling 18 months from the Closing Date.
(d) The consent of the Borrower Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or an existing Lender; or
(ii) a Event of Default is outstandingoutstanding (in which latter case an assignment or transfer may only be effected without consent if three Business Days' prior written notice is given to the Company and that notice specifies in reasonable detail the New Lender's name and address). The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five ten Business Days after the Borrower Company is given notice of the request unless it is expressly refused by the Borrower within that time.
(de) 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.
(ef) 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 Company in form and substance satisfactory to the Facility Agent and the Company 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 corresponding obligations are transferred to validly assumed by the New Lender.
(fg) 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'E'1,000.
(gh) 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.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Edizione Holding Spa)
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 Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or the rights and obligations under this Agreement by the an Existing Lender must (a) be in a minimum amount of €5,000,0005,000,000 or, in respect of any Lender which participates in the B1 Term Loan Facility, B2 Term Loan Facility, B3 Term Loan Facility, C1 Term Loan Facility, C2 Term Loan Facility or C3 Term Loan Facility only, €2,500,000) and (b) of an amount such that if the Existing Lender retains any Commitment it is of a minimum amount of €2,500,000 PROVIDED THAT for the purpose of paragraph (a) above:
(i) if an Existing Lender is a Fund, it may transfer to another Fund that is either an Existing Lender or a Related Fund of a Fund that is an Existing Lender in any amount;
(ii) in the case of concurrent transfers by an Existing Lender to two or more Related Funds, all such concurrent transfers shall be aggregated; and
(iii) if on the same date two or more Existing Lenders are transferring part of their Commitments or the rights and obligations under this Agreement to the same transferee the minimum amount so transferred by any Existing Lender to such transferee may be less than €5,000,000 (or €2,500,000 in the case of transfers of B1 Term Loan Commitments, B2 Term Loan Commitments, B3 Term Loan Commitments, C1 Term Loan Commitments, C2 Term Loan Commitments or C3 Term Loan Commitments) so long as the aggregate amount transferred to such transferee on such date is €5,000,000 (or €2,500,000 in the case of transfers of B1 Term Loan Commitments, B2 Term Loan Commitments, B3 Term Loan Commitments, C1 Term Loan Commitments, C2 Term Loan Commitments or C3 Term Loan Commitments) or more, and, in each case, any threshold in this Clause 31.2 shall apply to the aggregate of the (i) A1 Term Loan Commitments and A2 Term Loan Commitments; or (ii) B1 Term Loan Commitments, B2 Term Loan Commitments and B3 Term Loan Commitments; or (iii) C1 Term Loan Commitments, C2 Term Loan Commitments and C3 Term Loan Commitments, (as applicable) so transferred or retained.
(c) The consent of Except during the Borrower is required for any Syndication Period an Existing Lender must consult with the Company prior to making an assignment or transfer unlessto a New Lender. The consultation with the Company in relation to an assignment, transfer, sub participation or sub contract shall not be required:
(i) if such assignment, transfer, sub participation, or sub contract is to an Existing Lender or affiliate of such a Lender;
(ii) if such assignment, transfer, sub participation, or sub contract is to a fund within the New Lender same investor group as a fund which is an existing Lender or an Affiliate of an existing Existing Lender; or
(iiiii) a if an Event of 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 timecontinuing.
(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 rights and obligations will be effective only if either:
(i) the rights and 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 Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement and the Priority Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its rights and obligations under this Agreement to the extent that they are transferred to the New Lender.
(fe) 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.
(gf) 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.
(g) A Lender may sub-participate or sub-contract its obligations under this Agreement provided that if voting rights are given to any sub-participant or sub-contractor the relevant Lender must first consult with the Company (subject to paragraph (c)).
(h) A novation If any Lender assigns or transfers any of its rights and/or obligations under this Agreement, a copy of the written instrument by which such rights are assigned or transferred will be notified by the New Lender to any Obligor incorporated in the Republic of France by bailiff (huissier) in accordance with the provisions of Article 1690 of the French Civil Code.
(i) Without prejudice to Subclause 31.5 (Costs resulting from change of Lender or Facility Office) or any other provision of this Agreement relating to assignment or transfer by any Lender of its rights and obligations under this Agreement any Lender which is a fund may, without the consent of the Company or the Facility Agent pledge all or any portion of its Loans to a trustee for the benefit of investors in such fund and in support of its obligations to such investors or trustee. No such pledge or assignment shall release the relevant Lender from the obligations hereunder.
(j) For the purposes of and pursuant to Article 1263 of the Italian Civil Code, it is hereby expressly agreed that, in the event of any assignment or transfer of rights or obligations made by an Existing Lender under this Clause does not extinguish 31.2 (Assignment and transfers by Lenders), all Security Interests created or otherwise affect evidenced by the obligations Security Documents shall be preserved for the benefit of any Obligor under the Finance New Lender and each other Lender in accordance with the terms of the Security Documents.
Appears in 1 contract
Assignments and transfers by Lenders. (a) A Lender (the “Existing Lender”) may, subject to the following provisions of this Subclause, may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person 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”).
(b) Unless Following the Borrower and the Facility Agent otherwise agreeSyndication Date, a transfer of part of a Commitment or part of its rights and obligations under this Agreement by the an Existing Lender must be be:
(i) if that Existing Lender is transferring less than the whole of its Commitment, in a minimum amount of €5,000,000CZK 250,000,000 and in such an amount that ensures that that Existing Lender retains a Commitment of at least CZK 250,000,000; or
(ii) the whole of that Existing Lender’s Commitments.
(c) The consent of the Borrower Borrowers is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or if an existing Lender; or
(ii) a Event of Default is outstandinghas occurred. The consent of the Borrower must not be unreasonably withheld or delayed. Notwithstanding the foregoing it is accepted and agreed that the Borrower will not consent to any assignment or transfer which will result on the date of transfer in an increase in the Mandatory Cost. 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 or otherwise give effect to an assignment or transfer 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 If the consent of the Borrower is required for any assignment or transfer (irrespective of obligations whether it may be unreasonably withheld or not), the Facility Agent is not obliged to execute a Transfer Certificate if the Borrower withholds its consent.
(f) An assignment of rights will only 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 obligations to 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 other Finance Parties under this Agreement equivalent to the extent that they are transferred to the New those it would have been under if it were an Original Lender.
(fg) A transfer of obligations will be effective only if either:
(i) the rights are assigned, the corresponding obligations released and equivalent obligations assumed in accordance with the following provisions of this Clause; or
(ii) the obligations are novated in accordance with the following provisions of this Clause.
(h) 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 €1,5002,500.
(gi) 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.
Appears in 1 contract
Sources: Credit Facilities Agreement
Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time assign (cederen) all or part of its rights or transfer (including by way of novationtransfer of contract (contractsoverneming) all or a proportional part of any of its rights and obligations under this Agreement to any other person 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).
(b) Unless the Borrower Company and the Facility Agent otherwise agreeagree and except as provided below, a transfer of part of a Commitment or part of its rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of €5,000,000US$10,000,000.
(c) The consent of the Borrower Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or an existing Lender; or
(ii) a Event of Default is outstanding. The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five Business Days after the Borrower Company is given notice of the request unless it is expressly refused by the Borrower Company within that time.
(d) The Facility Agent is not obliged to execute a Transfer Certificate or otherwise give effect to an assignment or transfer 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 If the consent of the Company is required for any assignment or transfer (irrespective of obligations will whether it may be effective only unreasonably withheld or not), the Facility Agent is not obliged to execute a Transfer Certificate if either:the Company withholds its consent.
(i) If, on the obligations are novated date of an assignment or transfer, it is a requirement of Dutch Law that each Lender must be a Professional Market Party:
(A) on the date the assignment or transfer becomes effective, the New Lender must make the representation on the terms set out in accordance with paragraph 3 of the following provisions Transfer Certificate; and
(B) on the date the assignment of this Clause; ortransfer becomes effective, the Company must make the representation set out in paragraph (ii) below.
(ii) On the date that a New Lender confirms becomes party 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 Company represents that on that date it is in this manner compliance with the Existing Lender will be released from its obligations under this Agreement to applicable provisions of the extent that they are transferred to the New LenderDutch Banking Act.
(fg) 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 €1,500US$1,000.
(gh) 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.
Appears in 1 contract
Sources: Credit Facility Agreement (Oce N V)
Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this SubclauseClause, 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), provided that any part transfer of Commitments or share in a Loan is in an amount of at least US$5,000,000.
(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 or otherwise give effect to an assignment or transfer 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.
(c) Prior to the Syndication Date, an Existing Lender must consult with the Company before it may make an assignment or transfer.
(d) Following the Syndication Date, the prior consent (not to be unreasonably withheld) of the Company is required for an assignment or transfer. The Company will be deemed to have given its consent two Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company within that time.
(e) Paragraph (d) shall not apply if the assignment or transfer is to another Lender or to an Affiliate of a Lender and paragraphs (c) and (d) shall not apply at any time when an Event of Default is continuing.
(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; or
(ii) the New Lender confirms to the Facility Agent and the Borrower 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.
(fg) Unless the Facility Agent otherwise agreesagrees or in respect of any assignment or transfer during the Syndication Period, 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 €1,500US$2,500.
(gh) 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.
Appears in 1 contract
Assignments and transfers by Lenders. (a) A Subject to Clause 5B.2 (Assignments and transfers), a Lender (the Existing Lender) maymay in consultation with the Company, 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 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).
(b) Unless the Borrower Company and the Facility Agent otherwise agree, a transfer of part of a Commitment Lenders’ Commitments or the rights and obligations under this Agreement by the Existing Lender must must:
(i) be in a minimum amount of €5,000,000; and
(ii) be evidenced by a Transfer Certificate.
(c) The Subject to paragraph (e) below, the consent of the Borrower Company is not 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 timetransfer.
(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.
(i) If, on the date of an assignment or transfer, it is a requirement of Dutch law that each Lender must be a Professional Market Party:
(A) the consent of the Company is required for any assignment or transfer;
(B) the Company’s consent must not be unreasonably withheld or delayed;
(C) the Company will be deemed to have given its consent under this subparagraph (e) ten Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time because either:
I. the proposed New Lender is not a Professional Market Party or does not form part of a closed circle (besloten ▇▇▇▇▇); or
II. the Company has reasonable grounds to believe that the proposed New Lender is not a Professional Market Party;
(D) the New Lender must comply with the obligation set out in paragraph (ii) below; and
(E) no assignment or transfer will be effective unless the requirements of this Subclause have been fulfilled by both the New Lender and the Company.
(ii) On the date the assignment or transfer becomes effective the New Lender must make the representation set out in paragraph 3 of the Transfer Certificate.
(iii) On the date that a New Lender becomes party to this Agreement as a Lender it explicitly declares and represents that it is a Professional Market Party and that it is aware that the Company may be in breach of the Dutch Banking Act if this declaration and representation is untrue.
(f) An assignment of rights will only be effective if 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 obligations to the other Finance Parties under this Agreement equivalent to those it would have been under if it were an Original Lender.
(g) An assignment of rights (in the sense of claims (créances)) against the Luxembourg Obligor will only be effective if the assignment is notified to the Luxembourg Obligor in accordance with article 1690 of the Luxembourg civil code (by providing it with a copy of the Transfer Certificate by registered mail together with an acknowledgement of notice).
(h) A transfer of obligations will be effective only if either:
(i) the rights are assigned and obligations are novated released and equivalent obligations assumed in accordance with the following provisions of this Clause; or
(ii) the New Lender confirms to the Facility Agent and the Borrower 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.
(fi) Any transfer of obligations effected pursuant to and in accordance with Clause 28.2(h) above shall (unless the parties expressly agree otherwise in writing) also constitute a transfer of the Existing Lender’s rights and obligations under the Syndication Agreement and, provided that at the time of the transfer, the New Lender is a Pre-Agreed Institution (as defined in the Syndication Agreement), each Indemnity.
(j) 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$2,000.
(gk) 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.
(hl) A novation An assignment or transfer under this Clause does not extinguish or otherwise affect the obligations of any Obligor under the Finance Documents.
Appears in 1 contract
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) unless the New Lender is an existing another Lender or an Affiliate of an existing a 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 Lender has requested it unless it consent 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) The Borrower may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(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; 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.
(fg) 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£2000.
(gh) 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.
Appears in 1 contract
Sources: Credit Facility Agreement (PPL Corp)
Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) maymay in consultation with the Company, 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 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).
(b) Unless the Borrower Company and the Facility Agent otherwise agree, a transfer of part of a Commitment Lenders’ Commitments or the rights and obligations under this Agreement by the Existing Lender must must:
(i) be in a minimum amount of €5,000,000; and
(ii) be evidenced by a Transfer Certificate.
(c) The Subject to paragraph (f) below, the consent of the Borrower Company is not 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 timetransfer.
(d) A Lender may transfer all or part of its Commitment, on a non pro rata basis across the Facilities.
(e) 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.
(i) If, on the date of an assignment or transfer, it is a requirement of Dutch law that each Lender must be a Professional Market Party:
(A) the consent of the Company is required for any assignment or transfer;
(B) the Company’s consent must not be unreasonably withheld or delayed;
(C) the Company will be deemed to have given its consent under this subparagraph (e) A transfer ten Business Days after the Company is given notice of obligations will be effective only if the request unless it is expressly refused by the Company within that time because either:
I. the proposed New Lender is not a Professional Market Party or does not form part of a closed circle (i) the obligations are novated in accordance with the following provisions of this Clausebesloten ▇▇▇▇▇); or
(ii) II. the Company has reasonable grounds to believe that the proposed 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 not 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.Professional Market Party;
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Assignments and transfers by Lenders. (a) A Lender (the Existing LenderEXISTING LENDER) may, subject to the following provisions of this Subclause, at any time after the date falling 12 months from the Closing Date assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person bank or financial institution (the New LenderNEW LENDER).
(b) Unless the Borrower Company 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(euro)50,000,000 and must be pro rata across all Tranches of the Facility.
(c) Unless the Company otherwise agrees, each of the Original Lenders must retain, and may not assign or transfer:
(i) 75 per cent of their original Commitment (and Loans made under that percentage of its original Commitment) for the period between 12 months from the Closing Date and 18 months from the Closing Date; and
(ii) 50 per cent. of their original Commitment (and Loans made under that percentage of its original Commitment) from the date falling 18 months from the Closing Date.
(d) The consent of the Borrower Company is required for any assignment or transfer unless:
(i) unless the New Lender is an existing another Lender or an Affiliate of a Lender or an existing Lender; or
(ii) a Event of Default is outstandingoutstanding (in which latter case an assignment or transfer may only be effected without consent if three Business Days' prior written notice is given to the Company and that notice specifies in reasonable detail the New Lender's name and address). The consent of the Borrower Company must not be unreasonably withheld or delayed. The Borrower Company will be deemed to have given its consent five ten Business Days after the Borrower Company is given notice of the request unless it is expressly refused by the Borrower within that time.
(de) 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.
(ef) 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 Company in form and substance satisfactory to the Facility Agent and the Company 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 corresponding obligations are transferred to validly assumed by the New Lender.
(fg) 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 €1,5001,000(euro).
(gh) 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.
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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 Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of €5,000,0002,500,000.
(c) The consent of the Borrower Company is not required for any assignment or transfer, provided that the Existing Lender shall consult with the Company about any proposed 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 for not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent more than five Business Days after the Borrower is given notice of the request unless it is expressly refused by the Borrower within that timeDays.
(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 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.
(fe) Unless Save in relation to any transfer or assignment to an Affiliate of the Existing Lender, 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.
(f) Save in relation to any assignment or transfer by a Lender to its Affiliate, the consent of the Fronting Bank is required for any assignment or transfer of any Lender’s rights and obligations in relation to the Tranche D Facility under this Agreement where the credit rating of the assignee or transferee is less than A- by S&P or FitchIBCA or A3 by ▇▇▇▇▇’▇ for its long-term debt obligations. If the credit rating of any Lender for its long-term debt obligations was A- by S&P or FitchIBCA or A3 by ▇▇▇▇▇’▇ when it became a Lender, but subsequently falls below that threshold, the Fronting Bank shall be entitled to require that Lender promptly to transfer its Tranche D Commitment to a person with a credit rating of at least A- by S&P or FitchIBCA or A3 by ▇▇▇▇▇’▇ for its long-term debt obligations.
(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.
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Sources: Credit Facility Agreement (Valentia Telecommunications)