Changes to the Lender Clause Samples

Changes to the Lender. 23.1 The Lender may, at any time, with the Borrower’s prior consent (unless an Event of Default has occurred and is continuing), assign any of its rights and/or transfer all or any of its rights, benefits and/or obligations in respect of the Facility, for this purpose the Lender may make such disclosure in relation to the Facility subject to the terms set out in Clause 23.4. 23.2 If: 23.2.1 the Lender assigns or transfers any of its rights or obligations under this Agreement pursuant to Clause 23.1 or changes its Facility Office; and 23.2.2 as a result of the circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the relevant bank or financial institution or the Lender acting through its other office under Clauses 12 (Tax Gross-Up and Indemnities) or 13 (Increased Costs), then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 The Borrower acknowledges that any person to which the rights, benefits and/or obligations of the Lender may from time to time be so assigned or transferred shall be entitled to the benefit of this Agreement and each other Finance Document as if such person had constituted an original lender under this Agreement to the extent of such assignment or transfer. 23.4 The Borrower agrees that, save as expressly provided in this Clause 23, any assignment or transfer by the Lender, as the case may be, shall as regards the Borrower, be on such terms as are customary in the wholesale lending market in relation to assignments or transfers by the Lender and that they will at the expense of the Lender execute and deliver, or procure the execution and delivery of, such document(s) as may be reasonably required by the Lender to effect such assignment or transfer. 23.5 The Lender agrees that it shall keep confidential and not disclose such information relating to the Borrower, any other Obligor, the Project or any Transaction Document or any document, certificate or instrument delivered to the Lender thereunder as shall come into their possession whether or not in relation to the Facility, except: 23.5.1 to any prospective assignee, new lender or sub-participant (or agent or advisor of any of the foregoing); 23.5.2 to their ...

Changes to the Lender. Assignments and transfers by the Lender Subject to this Clause 23, the Lender may: 23.

Changes to the Lender. Each of Junior Parties and the Junior Creditors agree to and consent to any assignment of rights or transfer of rights and obligations by a Lender of its rights and/or obligations under any Finance Document (including any Security created under the Finance Documents) made in accordance with clause 24 (Changes to Lender) of the Facility Agreement.

Changes to the Lender. (a) Subject to paragraph (b) below, the Lender may at any time after making the Loan available on the Utilisation Date assign, with the Borrower’s prior written consent (which consent may not be unreasonably withheld) any of its rights or transfer by novation any of its rights and obligations to any person (the “New Lender”). (b) The consent of the Borrower shall not be required for any assignment or transfer under paragraph (a) above where such assignment or transfer is made at the time when an Event of Default is continuing.

Changes to the Lender. Assignments and transfers by the Lender (a) assign (cederen) any of its rights; or (b) transfer by way of assumption of contract (contractsoverneming) its entire or part of its legal relationship, under any Finance Document to another 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, but not to a fund or other party whose business is to purchase distressed debt. In the event that the Lender so assigns any of its rights or transfers its legal relationship, the Obligors shall give any assistance which the Lender reasonably requires as a result of such assignment or transfer, including (without limitation) agreeing to amend this Agreement and any other Finance Documents as the Lender and the Parent may agree. The costs of any such transfer shall not be for the account of the Obligors.

Changes to the Lender. The Lender may not transfer any of its rights or obligations under this Agreement.

Changes to the Lender. 22.1 Assignments and transfers by the Lenders Subject to this Clause 22, the Lender (the “Existing Lender”) may: 22.1.1 assign any of its rights; or 22.1.2 assign and transfer by assumption of contract (Vertragsübernahme) any of its rights and obligations, to another 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”). 22.2 Conditions of assignment or assignment and transfer by assumption of contract (Vertragsübernahme) 22.2.1 The consent of the Borrower is required for an assignment or an assignment and transfer by assumption of contract (Vertragsübernahme) by an Existing Lender, unless the assignment or assignment and transfer by assumption of contract (Vertragsübernahme) is: (a) to another Lender, or an Affiliate of a Lender or any trust, fund or other entity affiliated with it (in the sense of section 15 et. seq. German Stock Corporation Act), any fund trust or other entity under common management with the Lender, or any trust, fund or other entity affiliated with (in the sense of section 15 et. seq. German Stock Corporation Act), otherwise controlled by, or managed by Perceptive Advisors LLC or its legal successors (Rechtsnachfolger);or (b) made at a time when an Event of Default is continuing and the assignee is not a competitor of the Borrower, an Affiliate of a competitor of the Borrower or a vulture hedge fund, each as reasonably determined by the Lender. 22.2.2 The consent of the Borrower to an assignment or assignment and transfer by assumption of contract (Vertragsübernahme) must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time. 22.2.3 An assignment will only be effective on receipt by the Lender of written confirmation from the New Lender (in form and substance satisfactory to the Lender) that the New Lender will assume the same obligations to the Lender. 22.2.4 An assignment and transfer by assumption of contract (Vertragsübernahme) will only be effective if the procedure set out in Clause 22.3 (Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)) is complied with.

Changes to the Lender. 23.1 Assignments and transfers by the Lender Subject to this Clause 23, the Lender (the "Existing Lender") may transfer any of its rights under any Finance Document to another 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").

Changes to the Lender. ‌ The Lender may not assign or transfer any of its rights and obligations under the Finance Documents other than to an Affiliate of the Lender (which remains an Affiliate following such assignment or transfer) or if an Event of Default has been continuing for 20 consecutive Business Days following notification of such Event of Default by the Lender to the Company.