Common use of CHANGES TO THE PARTICIPATING CREDITORS Clause in Contracts

CHANGES TO THE PARTICIPATING CREDITORS. 27.1 Assignments and transfers by the Participating Creditors A Participating Creditor (the “Existing Participating Creditor”) may: (a) assign any of its rights and benefits in respect of any of its Exposures under the Facilities; or (b) transfer by novation any of its rights, benefits and obligations in respect of any of its Exposures under the Facilities, to another person (the “New Participating Creditor”) if: (i) that transfer or assignment is in accordance with the terms of the relevant Existing Finance Documents (in each case as amended by the New Finance Documents); and (ii) the New Participating Creditor is not a member of the Group or an Affiliate of a member of the Group; and (iii) the New Participating Creditor is already a Participating Creditor or has executed and delivered a Participating Creditor Accession Undertaking to the Administrative Agent with a copy to the relevant Creditor’s Representative (as well as any equivalent accession document howsoever described under the relevant Facility to the relevant Creditor’s Representative); and (iv) the Existing Participating Creditor and New Participating Creditor have given prior written notice of the transfer or assignment (including details of the Exposures to be transferred or assigned) to the Administrative Agent (provided that the giving of such notice shall not be a condition to the effectiveness of any transfer or assignment but, for the avoidance of doubt, until the Administrative Agent and Security Agent have received such notice, they will be entitled to act on the basis that no such transfer or assignment has occurred and shall not incur or owe any liability to any Party for so acting); and (v) (at any time at which no Default is continuing) such transfer or assignment would not give rise to a requirement for any relevant Obligor to gross up for withholding tax at a rate higher than the then prevailing rate under the Syndicated Bank Facilities (as limited in accordance with the relevant provisions of any such Syndicated Bank Facility which provides for a limit on withholding tax) which provisions shall continue in full force and effect.

CHANGES TO THE PARTICIPATING CREDITORS. 27.1 Assignments and transfers by the Participating Creditors A Participating Creditor (the “Existing Participating Creditor”) may:Creditors (a) assign any of its rights and benefits in respect of any of its Exposures under the Facilities; or (b) transfer by novation any of its rights, benefits and obligations in respect of any of its Exposures under the Facilities, to another person (the “New Participating Creditor”) if: (i) that transfer or assignment is in accordance with the terms of the relevant Existing Finance Documents (in each case as amended by the New Finance Documents); and (ii) the New Participating Creditor is not a member of the Group or an Affiliate of a member of the Group; and (iii) the New Participating Creditor is already a Participating Creditor or has executed and delivered a Participating Creditor Accession Undertaking to the Administrative Agent with a copy to the relevant Creditor’s Representative (as well as any equivalent accession document howsoever described under the relevant Facility to the relevant Creditor’s Representative); and (iv) the Existing Participating Creditor and New Participating Creditor have given prior written notice of the transfer or assignment (including details of the Exposures to be transferred or assigned) to the Administrative Agent (provided that the giving of such notice shall not be a condition to the effectiveness of any transfer or assignment but, for the avoidance of doubt, until the Administrative Agent and Security Agent have received such notice, they will be entitled to act on the basis that no such transfer or assignment has occurred and shall not incur or owe any liability to any Party for so acting); and (v) (at any time at which no Default is continuing) such transfer or assignment would not give rise to a requirement for any relevant Obligor to gross up for withholding tax at a rate higher than the then prevailing rate under the Syndicated Bank Facilities (as limited in accordance with the relevant provisions of any such Syndicated Bank Facility which provides for a limit on withholding tax) which provisions shall continue in full force and effect.