Common use of Assignments and transfers by the Lender Clause in Contracts

Assignments and transfers by the Lender. 22.2.1. The Lender may only assign, or transfer (including by novation) the whole of its rights and obligations under this Agreement, and not only a part thereof. Such assignment or transfer shall be made in accordance with this Clause 22.2. 22.2.2. If the Lender (the Existing Lender) wishes to assign or transfer all of its rights and obligations under this Agreement to any person (the New Lender), such assignment or transfer may be (subject always to 22.2.7 below) effected by way of: (a) in the case of a novation: (i) the delivery to the Borrower of a duly completed Transfer Certificate in accordance with the provisions of this Clause; or (ii) the New Lender confirming to the Existing Lender and the Borrower in form and substance satisfactory to the Existing Lender and the Borrower that it is bound by the terms of this Agreement as the 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. 22.2.3. For a novation, on the date specified in the Transfer Certificate: (a) the New Lender will assume the rights and obligations of the Existing Lender expressed to the subject of the novation in the Transfer Certificate in substitution for the Existing Lender; and (b) the Existing Lender will be released from those obligations and cease to have those rights. 22.2.4. The Borrower irrevocably authorises the Lender to execute any duly completed Transfer Certificate on its behalf. 22.2.5. The Existing Lender shall promptly notify the Borrower of the execution on its behalf of any Transfer Certificate. 22.2.6. Any reference in this Agreement to the Lender includes a New Lender. 22.2.7. The Lender represents and warrants to the Borrower that it is a PMP. 22.2.8. If on the date on which a New Lender becomes the Lender, it is a requirement of Dutch law that such New Lender is a PMP, the New Lender represents and warrants to the Borrower on the date on which it becomes a party to this Agreement as the Lender that it is a PMP. 22.2.9. Each such Lender and New Lender acknowledges that the Borrower has relied upon such representation and warranty. 22.2.10. Notwithstanding anything to the contrary in this Agreement: (i) no assignment of rights or transfer of rights and obligations may be made by the Lender without the Borrower’s prior written consent (not to be unreasonably withheld or delayed); and (ii) no Obligor shall have any greater obligations under any Finance Document as a result of any assignment or transfer made under this Clause 22 than it would have had if such an assignment or transfer had not taken place based on applicable laws in effect as at the date of the assignment or transfer.

Assignments and transfers by the Lender. 22.2.1. The Lender may only assign, or transfer (including by novationa) the whole of its rights and obligations under this Agreement, and not only a part thereof. Such assignment or transfer shall be made in accordance with Subject to this Clause 22.2. 22.2.2. If 26.4, the Lender (the Existing Lender) wishes to may at any time: (i) assign or any of its rights; or (ii) transfer all by novation any of its rights and obligations obligations, under this Agreement the Finance Documents to another bank or financial institution, insurer, reinsurer, trust, fund, securitisation vehicle, any person of its Affiliates, branches 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 or for the purpose of the Lender’s refinancing or hedging in respect of the Loan (the New Lender). (b) Subject to paragraphs (c) and (d) below, such the consent of the Borrower shall be required for any assignment or transfer may by the Existing Lender. (c) The consent of the Borrower shall not be (subject always to 22.2.7 below) effected by way ofrequired: (ai) for any assignment or transfer to an Affiliate or branch of the Existing Lender; and (ii) if a Default is continuing. (d) The consent of the Borrower referred to in paragraph (b) above shall not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the case of a novationExisting ▇▇▇▇▇▇ has requested it unless consent is expressly refused by the Borrower within that time. (e) If: (i) the delivery to Lender assigns or transfers any of its rights or obligations under the Borrower of a duly completed Transfer Certificate in accordance with the provisions of this ClauseFinance Documents; orand (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender confirming under Clause 12 (Taxes) or Clause 13 (Increased Costs), then the New Lender is only entitled to receive payment under those Clauses to the same extent as the Existing Lender and would have been if the assignment, transfer or change had not occurred. (f) The consent of K-SURE is required for any assignment or transfer by the Lender. (g) A transfer of obligations will be effective only on receipt of the Borrower of written confirmation from the New Lender (in form and substance satisfactory to the Existing Lender and the Borrower Borrower) that it is bound by the terms of this Agreement as the Lender. On the transfer becoming effective in this manner manner, the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. 22.2.3. For a novation, on the date specified in the Transfer Certificate: (a) the New Lender will assume the rights and obligations of the Existing Lender expressed to the subject of the novation in the Transfer Certificate in substitution for the Existing Lender; and (b) the Existing Lender will be released from those obligations and cease to have those rights. 22.2.4. The Borrower irrevocably authorises the Lender to execute any duly completed Transfer Certificate on its behalf. 22.2.5. The Existing Lender shall promptly notify the Borrower of the execution on its behalf of any Transfer Certificate. 22.2.6. Any reference in this Agreement to the Lender includes a New Lender. 22.2.7. The Lender represents and warrants to the Borrower that it is a PMP. 22.2.8. If on the date on which a New Lender becomes the Lender, it is a requirement of Dutch law that such New Lender is a PMP, the New Lender represents and warrants to the Borrower on the date on which it becomes a party to this Agreement as the Lender that it is a PMP. 22.2.9. Each such Lender and New Lender acknowledges that the Borrower has relied upon such representation and warranty. 22.2.10. Notwithstanding anything to the contrary in this Agreement: (i) no assignment of rights or transfer of rights and obligations may be made by the Lender without the Borrower’s prior written consent (not to be unreasonably withheld or delayed); and (ii) no Obligor shall have any greater obligations under any Finance Document as a result of any assignment or transfer made under this Clause 22 than it would have had if such an assignment or transfer had not taken place based on applicable laws in effect as at the date of the assignment or transfer.

Assignments and transfers by the Lender. 22.2.1. The (a) Where (i) there is an occurrence of an Event of Default and at any time thereafter while an Event of Default is continuing, and notwithstanding whether the Lender has exercised its rights under Article 8; (ii) a material adverse effect has or will occur that may impact the status of SmartCentres as a REIT and its tax treatment; (iii) the Lenders are no longer able to provide financing hereunder for any reason; or (iv) the Lender has transferred its interest in the Project Documents in accordance with the provisions thereof, the Lender may only assign, assign all or transfer (including by novation) the whole any of its rights and obligations under this Agreement, and not only a part thereof. Such assignment benefits hereunder or transfer shall be made in accordance with this Clause 22.2Section 10.11(a) all or any of its rights, benefits and obligations hereunder to another Person (the “Transferee”). 22.2.2. (b) If the Lender wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Section 10.11(a), then such transfer may be effected upon: (i) the Existing Lender delivering to the Borrowers a written notice of intent to assign; and (ii) unless the Borrowers have given written notice to the Lender, within twenty (20) days of the Lender’s delivery of the notice of intent to assign, that either: (A) the Borrowers will repay the Mortgage Commitment in full and deliver originals of each unexpired Letter of Credit issued under the LC Commitment in respect of such Project or cash collateral (on terms and conditions satisfactory to the Lender) in lieu thereof, and cancel the Mortgage Commitment and LC Commitment within thirty (30) days; or (B) the Borrowers have identified a Person to acquire from the Lender, within thirty (30) days, the rights and obligations which the Lender wishes to assign or transfer, the Lender delivering to the Borrowers a duly completed and duly executed Transfer Certificate, in which event, on the transfer all date specified in such Transfer Certificate or, if no transfer date is specified, on the fifth Business Day after the date of delivery of such Transfer Certificate to the Borrowers (unless the Borrowers agree to a shorter period): (A) to the extent that in such Transfer Certificate the Lender seeks to transfer its rights and obligations under hereunder, the Borrowers and such Lender shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Agreement to any person (the New LenderSection 10.11(b)(ii)(A) as “discharged rights and obligations”), such assignment or transfer may be (subject always to 22.2.7 below) effected by way of:; (aB) the Borrowers and the Transferee shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Borrowers and such Transferee have assumed and/or acquired the same in place of the case Borrowers and the Lender; and (C) the Lender and such Transferee shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as the Lender with the rights and/or obligations acquired or assumed by it as a result of a novationsuch transfer. (c) Each of the parties hereto confirms that: (i) the delivery to the Borrower a Transferee of a duly completed Transfer Certificate in accordance signed by the Lender constitutes an irrevocable offer (subject to the conditions of Section 10.11(b)) by each of the parties hereto to accept such Transferee (subject to the conditions set out herein) as a Lender party hereto with the provisions of this Clause; orrights and obligations so expressed to be transferred; (ii) the New Lender confirming to the Existing Lender and the Borrower in form and substance satisfactory to the Existing Lender and the Borrower that it is bound such offer may be accepted by such Transferee by the terms execution of this Agreement as the 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. 22.2.3. For a novation, on the date specified in the such Transfer Certificate: (a) the New Lender will assume the rights Certificate by such Transferee and obligations upon fulfilment of the Existing Lender expressed to the subject of the novation conditions set forth in the Transfer Certificate in substitution for the Existing Lender; and (b) the Existing Lender will be released from those obligations and cease to have those rights. 22.2.4. The Borrower irrevocably authorises the Lender to execute any duly completed Transfer Certificate on its behalf. 22.2.5. The Existing Lender shall promptly notify the Borrower of the execution on its behalf of any Transfer Certificate. 22.2.6. Any reference in this Agreement to the Lender includes a New Lender. 22.2.7. The Lender represents and warrants to the Borrower that it is a PMP. 22.2.8. If on the date on which a New Lender becomes the Lender, it is a requirement of Dutch law that such New Lender is a PMP, the New Lender represents and warrants to the Borrower on the date on which it becomes a party to this Agreement as the Lender that it is a PMP. 22.2.9. Each such Lender and New Lender acknowledges that the Borrower has relied upon such representation and warranty. 22.2.10. Notwithstanding anything to the contrary in this Agreement: (i) no assignment of rights or transfer of rights and obligations may be made by the Lender without the Borrower’s prior written consent (not to be unreasonably withheld or delayedSection 10.11(b); and (iiiii) no Obligor the provisions of this Commitment Agreement shall have any greater obligations under any Finance Document apply to the contract between the parties thereto arising as a result of any assignment or transfer made under this Clause 22 than it would have had if acceptance of such an assignment or transfer had not taken place based on applicable laws in effect as at offer. (d) The delivery by the date Borrowers to the Lender of the assignment written notice contemplated by paragraph 10.11(b)(ii), shall constitute an irrevocable obligation of the Borrowers to complete the repayment or transferthe transfer to another Person as specified in such notice and the failure to do so within thirty (30) days shall constitute an Event of Default. (e) The Lender may participate all or any part of its interest hereunder, provided that any such participation does not give rise to a claim for increased costs pursuant to Article 3. Such participant shall not be entitled to any vote as a Lender. The Borrowers shall not be obligated to deal with any participant and shall be entitled to deal solely with the Lender and the Lender shall not be released from any of its obligations to the Borrowers as a result of such participation except to the extent that the participant has fulfilled such obligations. Such participants shall be bound to the same confidentiality provisions with respect to the Project Mortgages and the Borrowers as are applicable to the Lender.