Common use of Assignments and transfers by Lenders Clause in Contracts

Assignments and transfers by Lenders. (a) A Lender (the Existing Lender) may, subject to the following provisions of this Clause 29.2, Clause 29.3 (Assignments and transfers – Issuing Bank) and the terms of the Syndication Letter, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person (a New Lender). (b) The written consent of the Obligors’ Agent is required for any assignment or transfer. The consent of the Obligors’ Agent must not be unreasonably withheld or delayed in the case of a proposed Lender whose published long term credit rating is equal to or higher than BBB in the case of Standard & Poor’s and/or Baa2 in the case of ▇▇▇▇▇’▇. (c) The Obligors’ Agent will, in the case of a transfer of rights and obligations in respect of the Facility, be deemed to have given its consent five Business Days after the Obligors’ Agent is given notice of the request unless it is expressly refused by the Obligors’ Agent within that time. (d) Unless the Obligors’ Agent and the Facility Agent, acting reasonably, otherwise agree, a transfer of part of a Commitment under this Agreement by the Existing Lender must not result in that Existing Lender or the New Lender having a Commitment in any Facility of less than $50,000,000 (the Minimum Commitment Amount). Any transfer of part of a Commitment held by The Royal Bank of Scotland plc or The Royal Bank of Scotland Finance (Ireland) must not result in the total Commitment of The Royal Bank of Scotland plc and The Royal Bank of Scotland Finance (Ireland) when taken together falling below the Minimum Commitment Amount. (e) The Facility Agent is not obliged to execute a Transfer Certificate or approve any confirmation in accordance with paragraph (f)(ii) below until it has completed all know your customer requirements to its satisfaction. The Facility Agent must complete all know your customer requirements expeditiously and must promptly notify the Existing Lender and the New Lender if there are any such requirements. (f) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Clause 29; or (ii) the New Lender confirms to the Facility Agent and the Obligors’ Agent in form and substance satisfactory to the Facility Agent and Obligors’ Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (g) 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 $2,000. (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.