Common use of Assignments and transfers by Lenders Clause in Contracts

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

Assignments and transfers by Lenders. (a) Subject to paragraph (b) of this Clause 26.227.2, a Lender (the Existing Lender) may, with the consent of the Company (such consent not to be unreasonably withheld or delayed), at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank or financial institution (the New Lender). The Company will be deemed to have given its consent ten Business Days after the Company is given notice of the request unless consent is expressly refused by the Company within that time. (b) No consent shall be required from the Company if: (i) an Event of Default has occurred and is outstanding; or (ii) if the proposed New Lender is an Affiliate of the Existing Lender or another Lender. (c) A transfer of obligations will be effective only if either:: 0040772-0000066 BT:1030359.12 63 (i) the obligations are novated in accordance with the following provisions of this Clause; or (ii) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (d) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of EUR 2,000€3,000. (e) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.

Assignments and transfers by Lenders. (a) Subject to paragraph (b) of this Clause 26.2, a A Lender (the Existing Lender) may, with the consent of the Company (such consent not to be unreasonably withheld or delayed), ) at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank or financial institution (the New Lender). (b) No consent shall be required from the Company if: (i) an Event of Default has occurred and is outstanding; or (ii) if the proposed New Lender is an Affiliate of the Existing Lender or another Lender. (c) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Clause; or (ii) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (dc) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of EUR 2,000USD1,000. (ed) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.

Assignments and transfers by Lenders. (a) Subject to paragraph (b) of this Clause 26.2, a A Lender (the Existing LenderEXISTING LENDER) may, with subject to the consent following provisions of the Company (such consent not to be unreasonably withheld or delayed)this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank or bank, financial institution or to a trust, fund or other entity which is regularly engaged or established for the purpose of making, purchasing or otherwise investing in loans, securities or other financial assets (the New Lender)NEW LENDER) without the consent of any of the Borrowers. (b) No consent shall be required from the Company if: An Existing Lender may at any time assign or transfer (iincluding by way of novation) an Event any of Default has occurred its rights and is outstanding; or (ii) if the proposed New Lender is obligations under this Agreement to an Affiliate of the Existing Lender or another Lenderwithout the consent of any of the Borrowers. (c) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this ClauseClause 28; or (ii) the New Lender confirms to the Facility Agent and the Company Representative Borrower in form and substance reasonably satisfactory to the Facility Agent and the Representative Borrower that it is bound by the terms of this Agreement as a Lender. Agreement. (d) On the transfer becoming effective in this manner manner, the Existing relevant Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (d) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of EUR 2,000. (e) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.

Assignments and transfers by Lenders. (a) Subject to paragraph (b) of this Clause 26.2, a Lender (the Existing Lender) may, with the consent of the Company (such consent not to be unreasonably withheld or delayed), at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank or financial institution (the New Lender). No consent of the Company is required if an Event of Default has occurred and is outstanding. (b) No consent shall be required from the Company if: (i) an Event of Default has occurred and is outstanding; or (ii) if the proposed New Lender is an Affiliate of the Existing Lender or another Existing Lender. (c) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Clause; or (ii) the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. (d) Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of EUR 2,000EUR2,000. (e) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.