Changes to the Lenders Clause Samples
The "Changes to the Lenders" clause defines the process and conditions under which the parties involved in a loan agreement can alter the composition of the lending group. This may include provisions for transferring or assigning a lender's rights and obligations to another financial institution, subject to certain approvals or notifications. The clause ensures that all parties are aware of and agree to any changes in the lenders, thereby maintaining transparency and stability in the lending relationship.
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Changes to the Lenders. Assignments and transfers by the Lenders
Changes to the Lenders. 24.1 Assignments and transfers by the Lenders Subject to this Clause 24, a Lender (the “Existing Lender”) may:
(a) assign any of its rights;
(b) transfer any of its rights and obligations; or
(c) enter into a sub-participation or similar agreement in relation to this Agreement, to another bank or financial institution (the “New Lender”).
Changes to the Lenders. 21.1 Assignments and transfers by the Lenders Subject to this clause 21, a Lender (the "Existing Lender") may:
(A) assign any of its rights; or
(B) transfer by novation any of its rights and obligations, under the Finance Documents to another bank or financial institution or, with the prior written consent of the Borrower, to any other entity (the "New Lender") provided that such transfer or assignment is in a minimum amount of HK$10,000,000.
Changes to the Lenders. Assignments and transfers by the Lenders Subject to this Clause 24, a Lender (the "Existing Lender") may:
Changes to the Lenders. 23.1 Assignments, transfers, sub-participations and changes in Facility Office by the Lenders
(a) assign any of its rights; or
(b) transfer by novation any of its rights and obligations, to another bank or financial institution (the “New Lender”), or sub-participate any of its rights or obligations to another bank or financial institution, or change its Facility Office.
23.2 Conditions of assignment, transfer or change in Facility Office
(a) The consent of the Borrower (not to be unreasonably withheld or delayed) is required for an assignment or transfer by an Existing Lender, (unless the assignment or transfer is to another Lender or an Affiliate of a Lender or any Event of Default pursuant to Clauses 22.5 (Insolvency of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.6 (Insolvency proceedings of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.7 (Parent Guarantor involuntary proceedings) or 22.8 (Parent Guarantor voluntary proceedings) has occurred and is continuing).
(b) 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.
(c) An assignment will only be effective on:
(i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and
(ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
(d) A transfer will only be effective if the procedure set out in Clause 23.5 Procedure for transfer) is complied with.
(e) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as...
Changes to the Lenders. 48 24. CHANGES TO THE OBLIGORS..................................................50 25. ROLE OF THE AGENT AND THE ARRANGERS......................................51 26. CONDUCT OF BUSINESS BY THE FINANCE PARTIES...............................55 27. SHARING AMONG THE LENDERS................................................56 28.
Changes to the Lenders. 24.1 Assignments and transfers by the Lenders
(a) Subject to this Clause 24, a Lender (the “Existing Lender”) may:
(i) assign all or part of its rights; or
(ii) transfer by novation all or part of its rights and obligations, to any bank or financial institution (the “New Lender”).
(b) In case of a proposed assignment and/or transfer by an Existing Lender it shall, through the Facility Agent, notify the Dutch Borrower of the identity of any proposed New Lender at least 10 Business Days prior to the proposed Transfer Date in relation to such assignment and/or transfer.
24.2 Conditions of assignment or transfer
(a) An assignment will only be effective on receipt by the Facility Agent and the Company of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the Obligors as it would have been under if it was an Original Lender.
(b) A transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 24.5 (Procedure for transfer).
(c) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 13 (Tax gross-up) or Clause 14 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
(d) For so long as it is a requirement of Dutch law that each Lender is a PMP:
(i) any proposed New Lender shall provide the Dutch Borrowers, through the Facility Agent, with information in respect of itself with a view to enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days prior to the proposed Transfer Date in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder;
(ii) unless the New Lender is a Verifiable PMP, the prior written consent of the Company is required for such assignment or transfer; and
(iii) if the New Lender is not a Verifiable PMP the Company’s consent must not be unreasonably delayed or with...
Changes to the Lenders. 22.1 Assignments and transfers and changes in Facility Office by the Lenders
(A) (i) assign any of its rights; or
Changes to the Lenders. 25.1. Assignments and transfers by the Lenders
(a) assign any of its rights; or
(b) transfer by novation any of its rights and obligations, 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 Lenders. 25.1 Assignments and transfers by the Lenders
(i) to another Lender or an Affiliate of a Lender;
(ii) to a reputable shipping bank which has a minimum rating of "BBB" at S&P or "Baa" at ▇▇▇▇▇'▇; or
(iii) made at a time when an Event of Default is continuing.