Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers 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 an Event of Default has occurred and is continuing. (b) The consent of the Agent and the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time. (c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities. (d) An assignment or transfer will only be effective if the procedure set out in Clause 25.5 (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, a Borrower 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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities. (f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 3 contracts
Sources: Term and Revolving Facilities Agreement (KNOT Offshore Partners LP), Term and Revolving Facilities Agreement (KNOT Offshore Partners LP), Term and Revolving Facilities Agreement
Conditions of assignment or transfer. (a) 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee.
18.2.2 An assignment will only be effective on:
(a) 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 Agent and the other Lenders as it would have been under if it was an Original Lender; and
(b) The consent of performance by the Agent and 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 Borrowers completion of which the Agent shall promptly notify to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or 18.2.3 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) 18.5 is complied with.
(e) 18.2.4 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Security Documents and the Lower Saxony Guarantees or changes its Facility OfficeLending Branch; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office Lending Branch under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs)7, then the New Lender or Lender acting through its new Facility Office Lending Branch is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office Lending Branch would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 3 contracts
Sources: Loan Agreement (NCL CORP Ltd.), Loan Agreement (NCL CORP Ltd.), Second Supplemental Deed (NCL CORP Ltd.)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower 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 an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless the Borrowers Borrower and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesTerm Loan Facility.
(d) An assignment or transfer will only be effective if the procedure set out in Clause 25.5 26.5 (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, a the Borrower 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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the FacilitiesTerm Loan Facility.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 2 contracts
Sources: Term Facility Agreement, Term Facility Agreement (KNOT Offshore Partners LP)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers is required for an An assignment or transfer by an Existing Lender, unless the a Lender which is also a Swingline Lender of:
(i) its Swingline Commitment shall only be made if there is a simultaneous assignment or transfer is to another Lender of its Commitment in an equal amount; or
(ii) part of its Commitment shall only be effective if after such assignment or an Affiliate of a Lender or an Event of Default has occurred and is continuingtransfer such Lender's Swingline Commitment does not exceed its Commitment.
(b) The consent of the Agent Company is required for an assignment or transfer by a Lender, unless:
(i) an Event of Default under Clause 22.2 (Non-Payment) or Clauses 22.6 (Insolvency) to 22.10 (Analogous Proceedings) has occurred and is continuing; or
(ii) the Borrowers New Lender is:
(A) another Lender; or
(B) an Affiliate of a Lender and a Verifiable PMP.
(c) The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Company within that time.
(cd) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Company to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(de) An assignment or 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.
(f) A transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 25.5 23.5 (Procedure for transfer) is complied with.). Back to Contents
(eg) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnitiesup) or Clause 13 14 (Increased Costscosts), 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. This paragraph .
(eh) For so long as it is a requirement of Dutch law that each Lender is a PMP any proposed New Lender shall not apply provide the Dutch Borrowers, through the Facility Agent, with information in respect of an 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 made in the ordinary course of the primary syndication of the Facilitiespursuant to which it would become a New Lender hereunder.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 2 contracts
Sources: Syndicated Revolving Credit Agreement (Koninklijke KPN N V), Syndicated Revolving Credit Agreement (Koninklijke KPN N V)
Conditions of assignment or transfer. (a) 18.2.1 The consent of the Agent and the Borrowers Borrower 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 an Event of Default has occurred and is continuingLender.
(b) 18.2.2 The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower .
18.2.3 The assignment or transfer must be with respect to a minimum Commitment of one hundred million Dollars (USD100,000,000) or, if less, the Existing Lender’s full Commitment.
18.2.4 An assignment will only be deemed effective on:
(a) 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 given its consent five been under if it was an Original Lender; and
(5b) Business Days after performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or 18.2.5 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) 18.5 is complied with.
(e) 18.2.6 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Security Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower 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)8, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 2 contracts
Sources: Loan Agreement (NCL CORP Ltd.), Loan Agreement (NCL CORP Ltd.)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Company 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 an Event of Default has occurred and is continuingLender.
(b) The consent of 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 Borrowers 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 necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 21.5 (Procedure for transfer) is complied with.
(ed) 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, a Borrower the Company 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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 2 contracts
Sources: Facility Agreement (Nordic Telephone CO ApS), Facility Agreement (Nordic Telephone CO ApS)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing Lender, unless a Lender unless:
(i) the assignment or transfer is to another Lender or an Affiliate of a Lender or Lender;
(ii) an Event of Default has occurred and is continuing; or
(iii) the short term credit rating of the New Lender is at least A1 or P1, the Agent shall notify the Borrower of such assignment or transfer within 3 Business Days of being notified of such assignment or transfer by the relevant Existing Lender.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after it receives notification that the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender has become entitled to the same rights and 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 relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 24.5 (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, a the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 15 (Tax gross-up and indemnities) or Clause 13 16 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 2 contracts
Sources: Credit Facility Agreement (Lafarge), Credit Facility Agreement (Lafarge)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Guarantor is required for an assignment or transfer by an Existing the Lender, unless the assignment or transfer is to another Lender or an Affiliate of a the Lender or an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Guarantor to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Guarantor will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Guarantor within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Guarantor to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) An assignment or transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
(e) If:
(i) a the 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or the Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costscosts), then the New Lender or the 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 the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 2 contracts
Sources: Facility Agreement (Harsco Corp), Facility Agreement (Harsco Corp)
Conditions of assignment or transfer. (a) 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee.
18.2.2 An assignment will only be effective on:
(a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New ▇▇▇▇▇▇ will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and
(b) The consent of performance by the Agent and 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 Borrowers completion of which the Agent shall promptly notify to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or 18.2.3 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) 18.5 is complied with.
(e) 18.2.4 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Security Documents and the Lower Saxony Guarantees or changes its Facility OfficeLending Branch; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office Lending Branch under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs)7, then the New Lender or Lender acting through its new Facility Office Lending Branch is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office Lending Branch would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 2 contracts
Sources: Revolving Loan Facility Agreement (NCL CORP Ltd.), Revolving Loan Facility Agreement (NCL CORP Ltd.)
Conditions of assignment or transfer. (a) The Subject to Clause 24.1, no consent of the Agent and Borrower shall be required when the Borrowers is required for an assignment Existing Lender transfer all or transfer by an Existing Lender, unless part of its obligation under the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingFinance Documents.
(b) The consent Existing Lender will give the Borrower at least three (3) days written notice prior to completion of the Agent and the Borrowers to an assignment or transfer must transfer, provided that failure to provide such notice shall not be unreasonably withheld affect the validity and effectiveness of such assignment or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that timetransfer.
(c) Unless An assignment will be effective only on receipt by the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be of written confirmation from the New Lender (in an amount equal form and substance satisfactory to no less than USD 20,000,000, or, the Existing Lender) that the New Lender will assume the same obligations as it would have been under if lower, it was the entire participation of the relevant Lender under each of the FacilitiesExisting Lender.
(d) An assignment or A transfer will only be effective only if the procedure procedures set out in Clause 25.5 24.4 (Procedure for transferTransfer) is are 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax grossGross-up Up and indemnitiesIndemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 2 contracts
Sources: Facility Agreement (Sequoia Capital China I Lp), Facility Agreement (Chiu Na Lai)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower 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 Lender. No such consent shall be required if an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayedwithheld. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time. Any refusal of consent by the Borrower must be accompanied by a written explanation for the reasons behind the refusal.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers Facility Agent 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 as it would have been under if it was an Original Lender; and
(ii) performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable Laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause clause 25.5 (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, a the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause clause 12 (Tax gross-up and indemnities) or Clause 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 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 2 contracts
Sources: Term Facility Agreement (Coeur D Alene Mines Corp), Term Facility Agreement (Coeur D Alene Mines Corp)
Conditions of assignment or transfer. (a) The written consent of the Agent and the Borrowers Borrower (which shall not 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 an Event of Default has occurred and is continuing.
(b) The consent An assignment will only be effective on:
(i) receipt by the Facility Agent 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 as it would have been under if it was an Original Lender; and
(ii) performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the Borrowers completion of which the Facility Agent shall promptly notify to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 23.5 (Procedure for transfer) is complied with.
(ed) 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, a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 2 contracts
Sources: Facility Agreement (PT Indosat TBK), Facility Agreement (PT Indosat TBK)
Conditions of assignment or transfer. (aA) The consent of the Agent and the Borrowers Transferor is required for an assignment or transfer by an Existing Lender, Senior Lender (unless such assignment or transfer is made at a time when a Senior Facility Event of Default has occurred) if the assignment or transfer is to another an entity specified on the Excluded Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingList.
(bB) The consent Subject to paragraph (D) below, a transfer or assignment will only be effective on:
(1) receipt by the Borrower and the Senior Agent of a copy of a duly completed Transfer Certificate or Assignment Agreement pursuant to which the New Senior Lender will become a Senior Lender under the Senior Facility Agreement;
(2) in the case of an assignment, receipt by the Senior Agent of written confirmation from the New Senior Lender (in form and substance satisfactory to the Senior Agent) that the New Senior Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Senior Lender; and
(3) performance by the Senior Agent and the Borrowers Security Trustee of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to an such assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after a New Senior Lender, the completion of which the Senior Agent shall promptly notify to the Existing Senior Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Senior Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(dC) An assignment or transfer of part of a Senior Lender's participation must be in a minimum amount of £1,000,000.
(D) A transfer will only be effective if the procedure set out in Clause 25.5 24.5 (Procedure for transfer) is complied with.
(eE) If:
(i1) a Senior Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility OfficeTransaction Documents; and
(ii2) as a result of circumstances existing at the date the assignment, transfer or change occurs, a the Borrower would be obliged to make a payment to the New Senior Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnitiesTax) or Clause 13 14 (Increased Costs), then the New Senior 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 Senior Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(fF) Each New Senior Lender, by executing the relevant Transfer CertificateCertificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Senior Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Senior Lender or Senior Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Senior Lender would have been had it remained a Senior Lender.
Appears in 2 contracts
Sources: Securitisation Agreement (Encore Capital Group Inc), Securitization Agreement (Encore Capital Group Inc)
Conditions of assignment or transfer. (a) The consent of An Existing Lender must consult with the Agent and the Borrowers is required Parent for no more than five Business Days before it may make an assignment or transfer by an Existing Lendertransfer, unless the assignment or transfer is is:
(i) to another Lender or an Affiliate of a Lender Lender, which is a Qualifying Bank or a Permitted Non-Qualifying Bank; or
(ii) made at a time when the occurrence of an Event of Default has occurred and is continuing.
(b) The consent of 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 Borrowers 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 or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 24.6 (Procedure for transfer) is complied with.
(ed) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-gross up and indemnities) or Clause 13 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) 20.2.1 The consent of the Agent Borrower and the Borrowers Agent is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or or, in the case of the Borrower, an Event of Default has occurred and is continuing.
(b) 20.2.2 The consent consents of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless 20.2.3 The consent of the Borrowers and the relevant Lender otherwise agree, each Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost.
20.2.4 An assignment will only be effective on:
(a) 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 Agent and the other Lenders as it would have been under if it was an Original Lender; and
(b) 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 shall be in an amount equal to no less than USD 20,000,000, or, if lower, and the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or 20.2.5 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) 20.5 is complied with.
(e) 20.2.6 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Security Documents or changes its Facility OfficeLending Branch; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office Lending Branch under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs)8, then the New Lender or Lender acting through its new Facility Office Lending Branch 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 Lending Branch would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the 20.2.7 Any Existing Lender would have been had it remained that assigns any of its rights shall retain its voting right as a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers is required for an An assignment or transfer by an Existing of part of the Lender, unless the assignment 's participation in Commitment or transfer is to another Lender or an Affiliate Loans must be in a minimum amount of a Lender or an Event of Default has occurred and is continuingUS$[redacted for commercially sensitive information].
(b) The consent of the Agent and the Borrowers to an An assignment or transfer must not will only be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five effective on:
(5i) Business Days after receipt by the Existing Lender has requested (whether in the Assignment Agreement or otherwise) 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 other Finance Parties and the other Secured Parties as it unless consent is expressly refused would have been under if it was the Lender;
(ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and
(iii) performance by the relevant Borrower within that timeExisting Lender of all necessary know your customer or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 25.5 clause 23.4 (Procedure for transfer) is complied with.
(ed) If:
(i) a the 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause clause 12 (Tax gross-up and indemnities) or Clause 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 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Secured Revolving Facility Agreement (Klondex Mines LTD)
Conditions of assignment or transfer. (a) The Unless a Default has occurred and is continuing, the consent of the Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingLender.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Borrower to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) An assignment or will only be effective on 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.
(e) A transfer will only be effective if the procedure set out in Clause 25.5 23.5 (Procedure for transfer) is complied with.
(ef) 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, a the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (International Flavors & Fragrances Inc)
Conditions of assignment or transfer. (a) 30.2.1 A transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of US$10,000,000.
30.2.2 Subject to subclause 30.2.1 above, an Existing Lender may transfer a part of each of its Facility A Commitments, Facility B Commitments and Revolving Facility Commitments separately, and is not required to pro rate the amounts transferred across each Facility.
30.2.3 The consent of the Agent and the Borrowers Company is required for an assignment or transfer by an Existing Lender, unless unless:
(a) the assignment or transfer is to another Lender or an Affiliate of a Lender Lender; or
(b) at the time of the assignment or transfer, an Event of Default has occurred and is continuing.
(b) 30.2.4 The consent of the Agent and the Borrowers Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Company within that time.
30.2.5 An assignment will be effective only on:
(a) receipt by the Facility Agent 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 as it would have been under if it was an Original Lender;
(b) performance by the relevant 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 that Agent shall promptly notify to the Existing Lender and the New Lender; and
(c) Unless entry by the Borrowers and New Lender into a Confidentiality Undertaking with the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesCompany.
(d) An assignment or 30.2.6 A transfer will only be effective if the procedure set out in Clause 25.5 30.5 (Procedure for transfer) is complied withwith and if the New Lender has, prior to the Transfer Date, entered into a Confidentiality Undertaking with the Company.
(e) 30.2.7 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment (or increased payment) to the New Lender or Lender acting through its new Facility Office under Clause 12 19 (Tax gross-up and indemnities) or Clause 13 20 (Increased Costs), costs),xx then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment (or increased 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. This paragraph occurred provided that (ewithout prejudice to Clause 19.2.8 above) this sub-clause 30.2.7 shall not apply in respect of prevent an assignment or transfer made in Obligor from being required to pay an increased amount under Clause 19 (Tax Gross Up and Indemnities) to a Treaty Lender which becomes a Lender on the ordinary course of the primary syndication of the FacilitiesSyndication Date.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Facilities Agreement (Shire PLC)
Conditions of assignment or transfer. (a) The consent of either the Borrower or the Agent and the Borrowers is shall be required for an assignment or transfer by an Existing Lender, unless the other than (i) an assignment or a transfer is to another Lender or to an Affiliate of a Lender or (ii) an Event assignment or a transfer by the Arranger or its affiliates. Any assignment or transfer by an Existing Lender must be in a minimum amount of Default has occurred and US$5,000,000 in respect of the Facility, other than an assignment or a transfer to another Lender or to an Affiliate of a Lender, for which no minimum amount is continuingrequired.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld solely because the assignment or delayed. Each Borrower will be deemed transfer may result in an increase to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that timeMandatory Cost.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers 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 necessary “know your customer” or other similar checks under all applicable laws or regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly provide notice to the Existing Lender and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 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, a Borrower 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 such Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been entitled if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) 17.4.1 The consent of the Agent and the Borrowers TCN is required for an assignment or transfer by an Existing a Lender, unless there is an outstanding Default or the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingLender.
(b) 17.4.2 The consent of the Agent and the Borrowers TCN to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower TCN will be deemed to have given its consent five (5) Business Banking Days after the Existing Lender has requested it in writing unless consent is expressly refused by the relevant Borrower TCN within that time.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each 17.4.3 The consent of TCN to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) 17.4.4 An assignment will only be effective on receipt by the Agent of (i) 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) such documents and evidence as the Agent may require for the purpose of ascertaining such New Lender’s compliance with any applicable money laundering regulations or laws.
17.4.5 A transfer will only be effective if (i) the procedure set out in Clause 25.5 (Procedure for transfer) clause 17.7 is complied withwith and (ii) such documents and evidence as the Agent may require for the purpose of ascertaining such New Lender’s compliance with any applicable money laundering regulations or laws.
(e) 17.4.6 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower TCN Entity 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) clause 8.7 or Clause 13 (Increased Costs)clause 15.2, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Loan Agreement (Telewest Global Inc)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower 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 an Event of Default has occurred and is continuingLender.
(b) The consent of the Agent and Issuing Bank is required for any assignment or transfer by an Existing Lender of any of its rights and/or obligations under the Borrowers Guarantee Facility.
(c) The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(cd) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Borrower to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(de) An assignment or transfer 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) the procedure set out performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in Clause 25.5 (Procedure for transfer) is complied withrelation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
(ef) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and 23.2.1 An Existing Lender must consult with the Borrowers is required for no more than ten days before it may make an assignment or transfer in accordance with Clause 23.1 (Assignments and transfers by an Existing Lender, the Lenders) unless the assignment or transfer is is:
(a) to another Lender or an Affiliate of a Lender;
(b) if the Existing Lender or is a fund, to a fund which is a Related Fund of the Existing Lender; or
(c) made at a time when an Event of Default has occurred and is continuing.
(b) 23.2.2 The consent of the Agent and the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Borrowers will be deemed to have given its their consent five (5) ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Borrowers within that time.
23.2.3 An assignment will only be effective on:
(ca) Unless receipt by the Borrowers 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
(b) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or 23.2.4 A transfer will only be effective if the procedure set out in Clause 25.5 23.5 (Procedure for transfer) is complied with.
(e) 23.2.5 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower 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 Gross Up and indemnitiesIndemnities) or Clause 13 (Increased Costscosts), 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. This paragraph (e) Clause 23.2.5 shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the FacilitiesLoan.
(f) 23.2.6 Each New Lender, by executing the relevant Transfer Certificate, Lender confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Secured Loan Agreement (Genco Shipping & Trading LTD)
Conditions of assignment or transfer. (a) 20.2.1 The consent of the Agent Borrower and the Borrowers Agent is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default or a Possible Event of Default has occurred and is continuing.
(b) 20.2.2 The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless 20.2.3 The consent of the Borrowers and the relevant Lender otherwise agree, each Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost.
20.2.4 An assignment will only be effective on:
(a) 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 Agent and the other Lenders as it would have been under if it was an Original Lender; and
(b) 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 shall be in an amount equal to no less than USD 20,000,000, or, if lower, and the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or 20.2.5 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) 20.5 is complied with.
(e) 20.2.6 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Security Documents or changes its Facility OfficeLending Branch; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office Lending Branch under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs)8, then the New Lender or Lender acting through its new Facility Office Lending Branch 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 Lending Branch would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the 20.2.7 Any Existing Lender would have been had it remained that assigns any of its rights shall retain its voting right as a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Company 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 unless an Event of Default has occurred and which is continuing.
(b) The consent of the Agent and the Borrowers Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Company within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Company to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) An The Agent is not obliged to execute a Transfer Certificate or otherwise give effect to an assignment or transfer will only be effective until it has completed all “know your customer” requirements to its satisfaction. The Agent must promptly notify the Existing Lender and the New Lender if the procedure set out in Clause 25.5 (Procedure for transfer) is complied withthere are any such requirements.
(e) A transfer of obligations will be effective only if rights are assigned, corresponding obligations are released and equivalent obligations are acceded to in accordance with the provisions of Clause 26.3 (Procedure for transfer by way of assignment, release and accession).
(f) 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.
(g) A New Lender will execute any document which, in the opinion of the Agent, is necessary or desirable to ensure that the New Lender takes the benefit of any rights under the Finance Documents and the Security created under the Security Documents.
(h) If the consent of the Company is required for any assignment or transfer (irrespective of whether it may be unreasonably withheld or not), the Agent is not obliged to execute a Transfer Certificate if the Company withholds its consent.
(i) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 15 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 16 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Principal Guarantor is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingLender.
(b) The consent of the Agent and the Borrowers Principal Guarantor to an assignment or transfer if to another bank must not be unreasonably withheld or delayed. Each Borrower The Principal Guarantor will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Principal Guarantor within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Principal Guarantor to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) An assignment or will only be effective on 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.
(e) A transfer will only be effective if the procedure set out in Clause 25.5 24.5 (Procedure for transfer) is complied with.
(ef) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The Borrower must be given prior notification of any assignment or transfer becoming effective under Clause 23.1 (Assignments and transfers by the Lenders) and the consent of the Agent and the Borrowers Borrower is required for an assignment or transfer by to an Existing Lender, unless the assignment entity which is not a bank or transfer is to another Lender financial institution or an Affiliate of a Lender securitisation trust or an Event of Default has occurred and is continuingfund.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers Agent of written confirmation from the New Lender 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) the satisfaction of the Agent with the results of all “know your client” or other checks relating to the identity of any person that it is required by law 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 relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 23.5 (Procedure for transfer) is complied with.
(e) An assignment or transfer will be effective upon surrender for registration of assignment or transfer, by way of an endorsement (endoso) and delivery of the Notes held by the Existing Lender evidencing such Loan accompanied by a duly executed Transfer Certificate, and thereupon one or more new Notes shall be issued to the New Lender.
(f) If:
(i) a Lender assigns or transfers any of its rights rights, benefits 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costscosts), 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. This paragraph .
(eg) shall not apply The minimum amount transferred to a New Lender (including any transfer in respect of an assignment enforcement of any Security granted by a Lender pursuant to Clause 23.9 (Security over Lenders’ Rights)) shall be at least EUR 50,000 (or transfer made equivalent in other currencies) or, if it is less, the ordinary course New Lender shall confirm in writing to the Borrower that it, the New Lender, is a professional market party within the meaning of the primary syndication of the FacilitiesFMSA.
(fh) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority Nothing herein shall prohibit any Lender from pledging or assigning any Note to execute on its behalf any amendment or waiver that has been approved by or on behalf Federal Reserve Bank of the requisite Lender or Lenders United States in accordance with applicable law and without compliance with the foregoing provisions of this Agreement on Clause 23.2 provided however, that such pledge or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing assignment shall not release such Lender would have been had it remained a Lenderfrom its obligations hereunder.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers 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 an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayeddelayed or subject to unreasonable conditions. Each The Borrower will shall be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(cb) Unless An assignment will be effective only on:
(i) receipt by the Borrowers 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) notification that such assignment is effective by the Agent to the Existing Lender and the relevant New Lender otherwise agree, each provided that the Agent is not obliged to give such notification unless it is satisfied that it has completed all “know your customer” and other similar procedures relating to any person that it is required to carry out (or deems desirable) in relation to such assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilitiesa New Lender.
(dc) An assignment or A transfer will only be effective only if the procedure set out in Clause 25.5 24.5 (Procedure for transfer) is complied with.
(ed) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-gross up and indemnities) or Clause 13 15 (Increased Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Term Facility Agreement (Tongjitang Chinese Medicines Co)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers is required for Borrower to an assignment or transfer by an Existing Lender, unless must not be withheld solely because the assignment or transfer is may result in an increase to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingthe Mandatory Cost.
(b) The consent An assignment will only be effective on:
(i) receipt by the BPIFAE Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the BPIFAE 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;
(ii) performance by the BPIFAE Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the Borrowers completion of which the BPIFAE Agent shall promptly notify to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested and the New Lender;
(iii) when the BPIFAE Agent updates the Register (as defined in Clause 26.8 (Register) below) in accordance with the provisions of Clause 26.8 (Register) below; and
(iv) the New Lender entering into documentation required for it unless consent is expressly refused by to accede as a party to the relevant Borrower within that time.Second Lien Intercreditor Agreement; and
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Second Lien Intercreditor Agreement and if the procedure set out in Clause 25.5 26.5 (Procedure for transferTransfer or Assignment) is complied with.
(ed) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up gross‑up and indemnitiesIndemnities) or Clause 13 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(fe) Each New Lender, by executing the relevant Transfer CertificateCertificate or Assignment Agreement, confirms, for the avoidance of doubt, that the BPIFAE Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower 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 an Event of Default has occurred and is continuingLender.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower (acting reasonably in all circumstances and having provided written reasons for its refusal) within that time.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers 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 necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 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, a Borrower 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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This occurred except that this paragraph (e) shall not apply in respect of an assignment or transfer made by an Original Lender to a New Lender in the ordinary course of connection with the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a LenderAgreement.
Appears in 1 contract
Conditions of assignment or transfer. (a) The Borrower must be given prior notification of any assignment or transfer becoming effective under Clause 25.1 (Assignments and transfers by the Lenders) and the consent of the Agent and the Borrowers Company is required for an assignment or transfer by to an Existing Lender, unless the assignment entity which is not a bank or transfer is to another Lender financial institution or an Affiliate of a Lender securitisation trust or an Event of Default has occurred and is continuingfund.
(b) The consent of the Agent and the Borrowers Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Company within that time.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers Agent of written confirmation from the New Lender 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) the satisfaction of the Agent with the results of all "know your client" or other checks relating to the identity of any person that it is required by law 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 relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
(e) If:
(i) a Lender assigns or transfers any of its rights rights, benefits 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New LenderIn addition to the other assignment rights provided in this Clause 25, by executing each Lender may assign, as collateral or otherwise, any of its rights under this Agreement (including rights to payments of principal or interest on the relevant Transfer Certificate, confirms, Loans) to any trustee for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf benefit of the requisite holders of such Lender's securities provided that no such assignment shall release the assigning Lender or Lenders in accordance with from any of its obligations under this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a LenderAgreement.
Appears in 1 contract
Conditions of assignment or transfer. (aA) The consent of the Agent and the Borrowers Transferor is required for an assignment or transfer by an Existing Lender, Senior Lender (unless such assignment or transfer is made at a time when a Senior Facility Event of Default has occurred) if the assignment or transfer is to another an entity specified on the Excluded Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingList.
(bB) The consent Subject to paragraph (D) below, a transfer or assignment will only be effective on:
(1) receipt by the Borrower and the Senior Agent of a copy of a duly completed Transfer Certificate or Assignment Agreement pursuant to which the New Senior Lender will become a Senior Lender under the Senior Facility Agreement;
(2) in the case of an assignment, receipt by the Senior Agent of written confirmation from the New Senior Lender (in form and substance satisfactory to the Senior Agent) that the New Senior Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Senior Lender; and
(3) performance by the Senior Agent and the Borrowers Security Trustee of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to an such assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after a New Senior Lender, the completion of which the Senior Agent shall promptly notify to the Existing Senior Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Senior Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(dC) An assignment or transfer of part of a Senior Lender's participation must be in a minimum amount of £1,000,000.
(D) A transfer will only be effective if the procedure set out in Clause 25.5 24.5 (Procedure for transfer) is complied with.
(eE) If:
(i1) a Senior Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility OfficeTransaction Documents; andand EUI-1201462749v32 50
(ii2) as a result of circumstances existing at the date the assignment, transfer or change occurs, a the Borrower would be obliged to make a payment to the New Senior Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnitiesTax) or Clause 13 14 (Increased Costs), then the New Senior 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 Senior Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(fF) Each New Senior Lender, by executing the relevant Transfer CertificateCertificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Senior Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Senior Lender or Senior Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Senior Lender would have been had it remained a Senior Lender.
Appears in 1 contract
Sources: Senior Facility Agreement (Encore Capital Group Inc)
Conditions of assignment or transfer. (ai) Any such assignment or transfer shall be in a minimum amount of EUR 4,000,000 except in the case of an assignment or transfer which has the effect of reducing the participation of the relevant Lender to zero.
(ii) The consent of the Agent and the Borrowers German Borrower is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of unless a Default has occurred and which is continuing.
(biii) The consent of the Agent and the Borrowers German Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The German Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant German Borrower within that time.
(civ) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Fronting Bank is required for an assignment or transfer by an Existing a Lender shall be in an amount equal relation to no less than USD 20,000,000, or, if lower, the entire participation a Letter of the relevant Lender under each of the FacilitiesCredit.
(dv) An assignment or will only be effective on 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 and the other Secured Parties as it would have been under if it was an Original Lender.
(vi) A transfer will only be effective if the procedure set out in Clause 25.5 35.5 (Procedure for transfer) is complied with.
(evii) If:
(iA) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iiB) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 24 (Tax gross-up and indemnities) or Clause 13 25 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Third Amendment Agreement (Kronos International Inc)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Company is required for an assignment or transfer by an Existing Lender, unless . No consent is required if the assignment or transfer is to another Lender or an Affiliate of a Lender or the transfer occurs during an Event of Default has occurred and is continuingDefault.
(b) The consent of the Agent and the Borrowers Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) fifteen Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Company within that time.
(c) Unless An assignment will only be effective as among the Borrowers Finance Parties 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 has become entitled to the same rights and 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 necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 22.5 (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, a Borrower 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-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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Multicurrency Term and Revolving Facilities Agreement (Tenedor CORP)
Conditions of assignment or transfer. (a) 23.2.1 The prior consent of the Agent and the Borrowers Borrower is required for an assignment or transfer a Transfer by an Existing Lender, unless the assignment or transfer Transfer is made by the Existing Lender:
(a) to another Lender or an Affiliate of any Lender;
(b) to a Lender or person identified in Schedule 9 (Acceptable Lenders);
(c) to a fund which is a Related Fund of that Existing Lender; or
(d) at a time when an Event of Default has occurred and is continuing, in which case each other Lender will be required to provide its consent to the Transfer.
(b) The 23.2.2 Where the consent of the Agent and the Borrowers Borrower to an assignment or transfer a Transfer is required that consent must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or transfer 23.2.3 A Transfer will only be effective if the procedure set out in Clause 25.5 23.4 below (Procedure for transfer) is complied with.
(e) 23.2.4 If:
(ia) a Lender assigns or transfers Transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer Transfer or change occurs, a the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax grossGross-up and indemnitiesIndemnities) or Clause 13 (Increased Costs), then then, unless the Transfer is made by a Lender in order to mitigate in accordance with Clause 15 (Mitigation by the Lender) any circumstances giving rise to the Tax Payment, Increased Cost or a right to be prepaid and/or cancelled by reason of illegality, 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 Transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.Facility Agreement _Powerfleet_ 81
(f) 23.2.5 Each New Lender, by executing the relevant Transfer Certificate, Certificate confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender Lender. The said consent of the Borrower may not be unreasonably withheld or delayed and shall not be required if an Event of Default or a Possible Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee.
18.2.2 An assignment will only be effective on:
(a) 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 Agent and the other Lenders as it would have been under if it was an Original Lender; and
(b) The consent of performance by the Agent and 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 Borrowers completion of which the Agent shall promptly notify to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or 18.2.3 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) 18.5 is complied with.
(e) 18.2.4 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Security Documents and the Lower Saxony Guarantees or changes its Facility OfficeLending Branch; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office Lending Branch under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs)7, then the New Lender or Lender acting through its new Facility Office Lending Branch is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office Lending Branch would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Company 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 an Event of a Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) Business Days 14 days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Company within that time.
(c) Unless For the Borrowers and avoidance of doubt, the relevant Lender otherwise agree, each refusal of the Company to give consent to an assignment or transfer by will be deemed reasonable for the purpose of this clause 24.2 if the proposed New Lender is:
(i) a Hedge Fund; or
(ii) an Existing Lender shall be entity which, in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation opinion of the relevant Lender under each Company, has demonstrated in past transactions that it is unlikely to be supportive of a lending relationship with the FacilitiesCompany or the Group or any of their Affiliates.
(d) When seeking to obtain the consent of the Company under this clause, the Existing Lender must provide the Company with:
(i) the full legal name of the proposed New Lender; and
(ii) a copy of any Confidentiality Undertaking required to be obtained in accordance with clause 24.7 (Disclosure of Information).
(e) An assignment of rights 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;
(ii) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations 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.
(f) A transfer will only be effective if the procedure set out in Clause 25.5 clause 24.5 (Procedure for transferTransfer) is complied with.
(eg) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 clause 14 (Tax grossGross-up Up and indemnitiesIndemnities) or Clause 13 clause 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(fh) Each New In the case of a partial assignment, transfer or novation of rights and obligations under clause 24.1 (Assignments and Transfers by the Lender), by executing the relevant Transfer Certificate, confirms, for the avoidance a minimum amount of doubt, that £5,000,000 (unless to an Affiliate or to a Lender or the Agent has authority to execute on its behalf any amendment agrees otherwise) must be assigned, transferred or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lendernovated.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (Reuters Group PLC /Adr/)
Conditions of assignment or transfer. (a) The prior written consent of the Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing Lender, unless unless:
(i) the assignment or transfer is to another Lender or an Affiliate of a Lender or Lender;
(ii) an Event of Default has occurred and is continuing; or
(iii) the assignment or transfer is effected by an Existing Lender on the Syndication Date.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless Prior to the Borrowers and Offer Guarantee Discharge Date, the relevant Lender otherwise agree, each assignment or consent of the Offer Guarantor is required for any transfer of obligations by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesLender.
(d) The consent of the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost.
(e) 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.
(f) A transfer will only be effective if the procedure set out in Clause 25.5 24.5 (Procedure for transfer) is complied with.
(eg) 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, a the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 15 (Tax gross-up and indemnities) or Clause 13 16 (Increased Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) 25.2.1 The consent of the Agent and the Borrowers Original Guarantor is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is is:
(a) to another Lender or an Affiliate of a Lender or Lender; or
(b) made at a time when an Event of Default has occurred and is continuing.
(b) 25.2.2 The consent of the Agent and the Borrowers Original Guarantor to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Original Guarantor will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Original Guarantor within that time.
(c) Unless 25.2.3 The consent of the Borrowers and the relevant Lender otherwise agree, each Original Guarantor to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Costs Rate.
25.2.4 An assignment will only be effective on:
(a) 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 and the other Secured Parties as it would have been under if it was an Original Lender; and
(b) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, and the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or 25.2.5 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
(e) 25.2.6 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 11 (Tax grossGross-up and indemnitiesIndemnities) or Clause 13 12 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) 25.2.7 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Validus Holdings LTD)
Conditions of assignment or transfer. (a) 31.2.1 A transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of US$10,000,000.
31.2.2 The consent of the Agent and the Borrowers Parent Company is required for an assignment or transfer by an Existing Lender, unless unless:
(a) the assignment or transfer is to another Lender or an Affiliate of a Lender Lender; or
(b) at the time of the assignment or transfer, an Event of Default has occurred and is continuing.
(b) 31.2.3 The consent of the Agent and the Borrowers Parent Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Parent Company will be deemed to have given its consent five (5) ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Parent Company within that time.
31.2.4 An assignment will only be effective on:
(a) receipt by the Facility Agent 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 as it would have been under if it was an Original Lender;
(b) performance by the relevant 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 that Agent shall promptly notify to the Existing Lender and the New Lender; and
(c) Unless entry by the Borrowers and New Lender into a Confidentiality Undertaking with the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesParent Company.
(d) An assignment or 31.2.5 A transfer will only be effective if the procedure set out in Clause 25.5 31.5 (Procedure for transfer) is complied withwith and if the New Lender has, prior to the Transfer Date, entered into a Confidentiality Undertaking with the Parent Company.
(e) 31.2.6 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 20 (Tax gross-up and indemnities) or Clause 13 21 (Increased Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Facilities Agreement (Shire Pharmaceuticals Group PLC)
Conditions of assignment or transfer. (a) The consent of 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 Borrowers is required for an assignment or transfer by an Existing New Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 22.5 (Procedure for transfer) is complied with.
(ec) Any assignment or transfer by an Existing Lender to a New Lender shall only be effective if it transfers or assigns the Existing Lender's share of each Facility pro rata.
(d) 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, a the Borrower 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 13.1 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (aA) The No consent of the Agent and the Borrowers Parent or any Obligor is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuing.
(bB) The consent An assignment will only be effective on 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 Lenders, the Agent and the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to Arrangers as it would have given its consent five (5) Business Days after been under if it was a Lender at the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that timedate of this Agreement.
(cC) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) 23.6 is complied with.
(eD) If:
(i) a Lender 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, a Borrower 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)11, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(fE) Each New LenderThe amount which may be assigned or transferred must be a minimum of US$5,000,000 (or its equivalent in an Optional Currency) and an integral multiple of US$1,000,000 (or, by executing in the relevant Transfer Certificatecase of an Optional Currency, confirmsa round amount) or, for if less, the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf whole of the requisite Lender or Lenders Existing Lender's participation in accordance with this Agreement on or prior to the date on which the transfer becomes effective Facility. Any amount denominated in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lenderan Optional Currency will be taken at its Original Dollar Amount.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingLender.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that timetime or unless Clause 7.1 would apply to the assignee or the transferee immediately after such transfer or assignment.
(c) Unless An assignment will only be effective on receipt by the Borrowers Agent of written confirmation from the New Lender (in form and substance satisfactory to the relevant Agent) that the New Lender otherwise agree, each assignment or transfer by will assume the same obligations to the other Finance Parties as it would have been under if it was an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesOriginal Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) 18.5 is complied with.
(e) Any assignment or transfer by an Existing Lender to a New Lender shall only be effective if it transfers or assigns the Existing Lender's share of each Facility pro rata.
(f) 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, a the Borrower 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 indemnities15.5(a) of the Common Terms Agreement, Clause 8.1(c) or Clause 13 (Increased Costs)12, 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Wassa Project Facility Agreement (Golden Star Resources LTD)
Conditions of assignment or transfer. (a) 25.2.1 The consent of the Agent and the Borrowers Original Guarantor is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is is:
(a) to another Lender or an Affiliate of a Lender or Lender; or
(b) made at a time when an Event of Default has occurred and is continuing.
(b) 25.2.2 The consent of the Agent and the Borrowers Original Guarantor to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Original Guarantor will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Original Guarantor within that time.
25.2.3 An assignment will only be effective on:
(ca) Unless receipt by the Borrowers 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 and the relevant Lender otherwise agreeother Secured Parties as it would have been under if it was an Original Lender; and
(b) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, each assignment or transfer by an the completion of which the Agent shall promptly notify to the Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, and the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or 25.2.4 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
(e) 25.2.5 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 11 (Tax grossGross-up and indemnitiesIndemnities) or Clause 13 12 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) 25.2.6 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Validus Holdings LTD)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower 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 an a Trigger Event of Default has occurred and or Acceleration Event is continuing.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Borrower to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) An assignment or will only be effective on 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 Facility Parties as it would have been under if it was an Original Lender.
(e) A transfer will only be effective if the procedure set out in Clause 25.5 21.5 (Procedure for transfer) is complied with.
(ef) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Facility Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, a the Borrower 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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Subordinated Secured Term and Letter of Credit Facility Agreement (Cascal B.V.)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or Lender, an Affiliate of a Lender or an Event of Default has occurred and is continuingOeKB.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless No Obligor shall bear any increased costs that arise at the Borrowers and time of or will arise with the relevant Lender otherwise agree, each lapse of time as a direct result of an assignment or transfer of a Lender’s rights and/or obligations hereunder solely by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation reason of the relevant Lender under each of the Facilitiessame.
(d) An assignment or transfer by a Lender is subject to the prior written consent of OeKB.
(e) An assignment or transfer by a Lender of its Commitments under the Facility may be in whole or in part, but if in part shall be in a minimum aggregate amount of EUR 10,000,000.
(f) (intentionally omitted)
(g) An assignment or transfer to a New Lender other than OeKB will only be effective if the procedure set out in Clause 25.5 (Procedure for transferof transfer and assignment) is complied with.
(eh) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 15 (Tax gross-gross up and indemnities) or Clause 13 16 (Increased Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Facility Agreement (Sappi LTD)
Conditions of assignment or transfer. (a) 23.2.1 The written consent of the Agent and the Borrowers Borrower 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 an Event and provided that no such consent is required following the occurrence of any Default has occurred and which is continuing.
(b) 23.2.2 The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) 10 Business Days after the Existing Lender (through the Agent) has requested it unless consent is expressly refused by the relevant Borrower (through the Agent) within that time.
23.2.3 An assignment (ccessione dei diritti or cessione totale o ▇▇▇▇▇▇▇▇ del contratto) Unless will only be effective on:
(i) receipt by the Borrowers 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 a 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 relevant Lender otherwise agree, each assignment or New Lender.
23.2.4 A transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000way of assignment, or, if lower, the entire participation assumption and release any of the relevant Lender under each of the Facilities.
its rights or obligations (dcessione dei crediti con accollo liberatorio di obbligazioni) An assignment or transfer will only be effective if the procedure set out in Clause 25.5 23.5 (Procedure for transfer) is complied with.
(e) 23.2.5 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, a Borrower 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)costs) or incur any other cost, tax or expense of whatsoever nature including the payment of any Mandatory Cost, then the New Lender or Lender acting through its new Facility Office is only entitled to receive any such 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. This paragraph .
23.2.6 Notwithstanding any other provision of this Agreement, each Lender may freely charge, assign or otherwise create any encumbrance (ewhether by way of collateral or otherwise) shall not apply in respect or over all or any portion of an assignment its Loans and/ or transfer made in over any or all of that Lender’s rights and/ or the ordinary course obligations owed to that Lender under the Finance Documents, without consultation with, notice to or consent of the primary syndication of Borrower or any other Party, to any central or supranational bank (including the Facilities.
European Central Bank) or federal reserve as security for that Lender’s obligations to that central or supranational bank (fincluding the European Central Bank) Each New Lenderor federal reserve, by executing it being understood and agreed that the relevant Transfer CertificateLender shall be entitled to disclose any finance document and relevant information without the need of any Confidentiality Agreement by way of partial derogation to paragraph 23.7 and without that qualifies a breach of any confidentiality undertakings but, confirmsin any case, for the avoidance subject to any provision of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement applicable law and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lenderregulation.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent Borrower must be notified no later than one Business Day prior to the proposed date of the Agent and the Borrowers is required for an any assignment or transfer pursuant to this Clause 25.1 (Assignments and transfers by an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingLenders).
(b) The consent An assignment will be effective only on:
(i) receipt by the Agent of written confirmation from the New Lender 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) the satisfaction of the Agent and with the Borrowers results of all “know your client” or other checks relating to an the identity of any person that it is required by law to carry out in relation to such assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective only if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
(ed) If:
(i) a Lender assigns or transfers any of its rights rights, benefits 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses only 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. This paragraph .
(e) shall not apply In addition to the other assignment rights provided in respect this Clause 25, each Lender may assign, as collateral or otherwise, any of an assignment its rights under this Agreement (including rights to payments of principal or transfer made in interest on the ordinary course Loans) to any trustee for the benefit of the primary syndication holders of such Lender’s securities provided that no such assignment shall release the Facilitiesassigning Lender from any of its obligations under this Agreement.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The An Existing Lender must obtain the prior written consent of the Agent and the Borrowers is required for Company before it may make an assignment or transfer in accordance with Clause 27.1 (Assignments and transfers by an Existing Lender, unless the Lenders) if the assignment or transfer is to another Lender or an Affiliate of a Lender or Restricted Transferee, unless an Event of Default has occurred and is continuingcontinuing (in which case, such consent will not be required).
(b) The consent of the Agent and the Borrowers to an An assignment or transfer of part of a Lender's participation must not be unreasonably withheld in an amount such that the amount of that Lender's remaining participation (when aggregated with its Affiliates' and Related Funds' participation) in respect of Commitments or delayed. Each Borrower will be deemed such assignment or transfer is made pursuant to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent Mezzanine Purchase Option Letter or Utilisations made under the Term Facility is expressly refused by the relevant Borrower within that timein a minimum amount of US$1,000,000.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers Agent (whether in the Assignment Agreement or otherwise) 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 and the relevant Lender otherwise agreeother Secured Parties as it would have been under if it was an Original Lender; and
(ii) the performance by the Agent, each and as may be required for the Security Agent and Secondary Security Agent, of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment or transfer by an to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, and the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or transfer will only be effective if the procedure set out in Clause 25.5 (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 (each after the date of close of primary syndication of the Facilities) or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause 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. This paragraph (ed) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(fe) Each New Lender, by executing the relevant Transfer CertificateCertificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
(f) Any New Lender must prior to or at the same time as it becomes party to this Agreement, become party to the Mezzanine Purchase Option Letter by signing and delivering to the Agent an accession deed to the Mezzanine Purchase Option Deed.
Appears in 1 contract
Sources: Facilities Agreement (StarTek, Inc.)
Conditions of assignment or transfer. (a) The Neither the consent of the Agent and the Borrowers Borrower nor any other Obligor 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 an Event of Default has occurred and is continuing.
(b) The consent An assignment will only be effective on:
(i) receipt by the Mezzanine Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Mezzanine 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 Mezzanine Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the Borrowers completion of which the Mezzanine Agent shall promptly notify to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 25.5 24.5 (Procedure for transfer) is complied with.
(ed) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 11 (Tax gross-up and indemnities) or Clause 13 12 (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. This paragraph (ed) shall not apply in relation to Clause 11.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii)(B) of Clause 11.2 (Tax gross-up) if the Obligor making the payment has not made a Borrower DTTP Filing in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilitiesthat Treaty Lender.
(fe) Each New Lender, by executing the relevant Transfer CertificateCertificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Mezzanine Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Mezzanine Facility Agreement (American Realty Capital Global Trust II, Inc.)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower 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 an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Borrower to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) The consent of the Issuing Bank is required for any assignment or transfer of any Lender's rights and obligations under this Agreement.
(e) 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 necessary "know your customer" or other similar checks under all applicable laws and regulations 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.
(f) A transfer will only be effective if the procedure set out in Clause 25.5 26.5 (Procedure for transfer) is complied with.
(eg) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 15 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 16.1 (Increased Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Multicurrency Revolving Credit and Guarantee Facility Agreement (Acergy S.A.)
Conditions of assignment or transfer. (a) 18.2.1 The consent of the Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing.
18.2.2 An assignment will only be effective on:
(ba) The consent 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 Agent and the Borrowers other Lenders as it would have been under if it was an Original Lender; and
(b) performance by the Agent of all “know your customer” or other checks relating to an any person that it is required to carry out in relation to such assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or 18.2.3 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) 18.5 is complied with.
(e) 18.2.4 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Security Documents or changes its Facility OfficeLending Branch; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office Lending Branch under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs)7, then the New Lender or Lender acting through its new Facility Office Lending Branch is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office Lending Branch would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower is required for an assignment or transfer by to an Existing Lender, unless the assignment entity which is not a bank or transfer is to another Lender financial institution or an Affiliate of a Lender securitisation trust or an Event of Default has occurred and is continuingfund.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers Agent of written confirmation from the New Lender 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 checks relating to any person that it is required to carry out pursuant to any laws or regulations relating to money laundering in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 24.5 (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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of Save as otherwise agreed by the Agent Company and the Borrowers is required for an assignment Facility Agent the participation (net of any retransfer) of each Lender participating in the Facility shall be a minimum of £5,000,000 (or transfer by an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingits currency equivalent).
(b) The consent An assignment will only be effective on performance by the Facility 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 Facility Agent and the Borrowers shall promptly notify to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless An assignment will only be effective on receipt by the Borrowers Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent and the relevant Company) that the New Lender otherwise agree, each assignment or transfer by will assume the same LEGAL_EU # 10964296.8 obligations to the other Finance Parties as it would have been under if it was an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesOriginal Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 20.6 (Procedure for transfer) is complied with.
(e) If:
(i) a Lender assigns or transfers any of its rights rights, benefits 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, a Borrower the Company would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 10 (Tax gross-up and indemnitiesTaxes) or Clause 13 11.2 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Toys R Us Inc)
Conditions of assignment or transfer. (a) 23.3.1 The consent of the Agent and the Borrowers Company is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingLender.
(b) 23.3.2 The consent of the Agent and the Borrowers Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Company within that time.
(c) Unless 23.3.3 The consent of the Borrowers and the relevant Lender otherwise agree, each Company to an assignment or transfer by must not be withheld solely because the assignment or transfer may result in an Existing Lender shall increase to the Mandatory Cost.
23.3.4 The consent of the Company to an assignment or transfer is not required when an Event of Default has occurred and is continuing.
23.3.5 Any such transfer may be in an whole or in part of the Existing Lender’s relevant Commitment but, if in part, in a minimum amount equal to no of $5,000,000 (unless the Obligors’ Agent otherwise agrees in its absolute discretion) and provided that after such transfer such Existing Lender’s Commitment shall not be less than USD 20,000,000, or, $5,000,000 (or zero if lowerthe whole of such Existing Lender’s Commitment is transferred).
23.3.6 An assignment will only be effective on receipt by the Facility Agent 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 Lenders as it would have been under if it was an Original Lender and performance by the Facility 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 entire participation completion of which the relevant Lender under each of Facility Agent shall promptly notify to the FacilitiesExisting Lenders and the New Lender.
(d) An assignment or 23.3.7 A transfer will only be effective if the procedure set out in Clause 25.5 23.6 (Procedure for transferTransfer) is complied with.
(e) 23.3.8 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Financing Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 15.3 (Tax gross-up and indemnitiesWithholdings) or Clause 13 14.2 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (WPP Group PLC)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Obligors is not required for an assignment or transfer to an Eligible Transferee by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuing.
(b) The consent of An assignment will only be effective on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Borrowers 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 assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that timeOriginal Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 26.5 (Procedure for transfer) is complied with.
(ed) If:If:-
(i) a Lender assigns or transfers any of its rights or obligations under the Expanded Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-gross up and indemnities) or Clause 13 15 (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. This paragraph .
(e) shall not apply in respect of an An assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes will only be effective in accordance with this Agreement and that it is bound by that decision to the same extent as if the Existing Lender would have been had it remained a Lenderand the New Lender transfer all the rights and obligations under all the Expanded Finance Documents which relate (or relate proportionately) to the Commitment or Loans being transferred or assigned.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is is:
(i) to another Lender or an Affiliate of a Lender;
(ii) if the Existing Lender or an Event of is a fund, to a fund which is a Related Fund; or
(iii) made at a time when a Default has occurred and is continuing, in which cases an assignment by an Existing Lender may be done freely.
(b) The consent of the Agent and the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant that Borrower within that time.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each The consent of a Borrower to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an increase to any amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender payable under each of the FacilitiesClause 14.3 (Mandatory Cost).
(d) An assignment will only be effective on:
(i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) 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 Secured Parties as it would have been under if it were an Original Lender; and
(ii) performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.
(e) A transfer will only be effective if the procedure set out in Clause 25.5 30.5 (Procedure for transfer) is complied with.
(ef) 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, a Borrower 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 Gross Up and indemnitiesIndemnities) 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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(fg) Each New Lender, by executing the relevant Transfer CertificateCertificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent Borrower must be notified no later than one Business Day prior to the proposed date of the Agent and the Borrowers is required for an any assignment or transfer pursuant to this Clause 25.1 (Assignments and transfers by an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingLenders).
(b) The consent An assignment will be effective only on:
(i) receipt by the Agent of written confirmation from the New Lender 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) the satisfaction of the Agent and with the Borrowers results of all "know your client" or other checks relating to an the identity of any person that it is required by law to carry out in relation to such assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective only if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
(ed) If:
(i) a Lender assigns or transfers any of its rights rights, benefits 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses only 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. This paragraph .
(e) shall not apply In addition to the other assignment rights provided in respect this Clause 25, each Lender may assign, as collateral or otherwise, any of an assignment its rights under this Agreement (including rights to payments of principal or transfer made in interest on the ordinary course Loans) to any trustee for the benefit of the primary syndication holders of such Lender's securities provided that no such assignment shall release the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance assigning Lender from any of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with obligations under this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.Agreement
Appears in 1 contract
Conditions of assignment or transfer. (a) The written consent of the Agent and the Borrowers Guarantor is required for an assignment or transfer by an Existing a Lender, unless unless:
(i) the assignment or transfer is to another Lender or an Affiliate of a Lender the assigning or transferring Lender, provided that no additional Tax (whether withholding or otherwise), costs, fees or expenses will be payable by the Obligors; or
(ii) an Event of Default has occurred and is continuing.,
(b) The written consent of the Agent and the Borrowers Guarantor to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Guarantor will be deemed to have given its consent five (5) twelve Business Days after the Existing Lender has requested such consent unless it unless consent is expressly refused by the relevant Borrower Guarantor within that time.
(c) Unless the Borrowers and The consent of the relevant Lender otherwise agree, each Fronting Bank is required for an assignment or transfer by an Existing a Lender shall be in an amount equal relation to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilitiesa Bank Guarantee.
(d) Any assignment or transfer by a Lender of its Commitment must be in a minimum amount of €5,000,000 (and multiples thereof) or, if lower the amount of that Lender's participation in the Facility.
(e) An assignment will only be effective on: (i) receipt by the Agent and the Guarantor 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 necessary "know your customer" or other similar checks under all applicable laws and regulations 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.
(f) A transfer will only be effective if the procedure set out in Clause 25.5 26.5 (Procedure for transfer) is complied with.
(eg) 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, a the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 15 (Tax gross-up and indemnities) or Clause 13 16 (Increased Costscosts), 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. Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting in relation to a Utilisation by a Borrower established in France or in Italy may be effected to a New Lender incorporated, domiciled, established or acting through a Facility Office situated, respectively, in a Non-Cooperative Jurisdiction or in a Blacklisted Jurisdiction without the prior consent of the Company, which shall not be unreasonably withheld. This paragraph (eg) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
relation to Clause 15 (fTax Gross Up and Indemnities) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver a Facility B Treaty Lender that has been approved by or on behalf of included an indication to the requisite Lender or Lenders effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with this Agreement on or prior to paragraph (a) of Clause 15.8 (HMRC DT Treaty Passport scheme confirmation) if the date on which Obligor making the transfer becomes effective in accordance payment has not complied with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lenderits obligations under paragraph (b) of Clause 15.8 (HMRC DT Treaty Passport scheme confirmation).
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower is not required for an assignment or transfer by an Existing a Lender, unless the New Lender is a Restricted Person, in which case the consent of the Borrower is required for the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingtransfer.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer to a Restricted Person must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless An assignment will only be effective on receipt by the Borrowers Agent of written confirmation from the New Lender (in form and substance satisfactory to the relevant Agent) that the New Lender otherwise agree, each assignment or transfer by will assume the same obligations to the other Finance Parties as it would have been under if it was an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesOriginal Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 22.5 (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; andand Table of Contents
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, a the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-Gross up and indemnitiesIndemnities) 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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of Save as otherwise agreed by the Obligors’ Agent and the Borrowers Facility Agent the participation (net of any re-transfer) of each Lender participating in the Facilities shall be a minimum of U.S.$5,000,000 (or its currency equivalent) in aggregate in those Facilities, provided that lesser amounts may be transferred where following any transfer both the transferor (if it continues to maintain a holding) and the transferee hold at least U.S.$5,000,000 (or its currency equivalent) of the Facilities.
(b) For the purposes of calculating the minimum amounts specified in paragraph (a) above where the transferee is required for an a Fund, such amounts will be calculated by reference to the aggregate amount being transferred at that time to other Funds which are managed by the same entity.
(c) Any assignment or transfer and the identity of the proposed New Lender is notified to the Obligors’ Agent by an Existing Lenderthe Facility Agent and, prior to the Closing Date, if the proposed New Lender is not on the list agreed between the Obligors’ Agent (acting reasonably) and the Arrangers prior to the date hereof, the Obligors’ Agent consents to such assignment or transfer, and after the Closing Date, the Obligors’ Agent shall be consulted prior to any such assignment on transfer taking place, unless in both cases, prior to and after the Closing Date, the transfer or assignment or transfer is to to:
(i) another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuing.Lender; or
(bii) The consent of a Fund within the Agent and same investor group as the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after Fund which is the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesLender.
(d) An assignment will only be effective on performance by the Facility 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 Facility Agent shall promptly notify to the Existing Lender and the New Lender.
(e) Notwithstanding any other provision of this Agreement, the consent of the relevant Issuing Bank and the relevant Fronting Ancillary Lender (if there is a Fronted Ancillary Facility in place) is required for any assignment or transfer of any Lender’s rights and/or obligations under the Revolving Facility (consent not to be unreasonably withheld) where such assignment or transfer involves a liability owed to such Issuing Bank or Fronting Ancillary Lender in respect of which cash cover has not been provided.
(f) An assignment will only be effective on receipt by the Facility Agent of a Lender Accession Undertaking and written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent and the Obligors’ Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was the Original Lender.
(g) A transfer will only be effective on receipt by the Facility Agent of a Lender Accession Undertaking and if the procedure set out in Clause 25.5 26.5 (Procedure for transfer) is complied with.
(eh) If:
(i) a Lender assigns or transfers any of its rights rights, benefits 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnitiesTaxes) or Clause 13 15.2 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers or any other party is not 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 an Event of Default has occurred and is continuingat any time.
(b) The consent An assignment will only be effective on:
(i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) 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 Secured Parties as it would have been under if it were an Original Lender; and
(ii) performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the Borrowers completion of which the Facility Agent shall promptly notify to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless Each Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities which the Borrowers and or any other Obligor had against the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesLender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 28.5 (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, a Borrower 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 Gross Up and indemnitiesIndemnities) or under that clause as incorporated by reference or in full in any other Finance Document 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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer CertificateCertificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Term Loan Facility Agreement (Castor Maritime Inc.)
Conditions of assignment or transfer. (a) The consent of 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 Borrowers is required for an assignment or transfer by an Existing New Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 23.5 (Procedure for transfer) is complied with.
(ec) 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, a Borrower 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 Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(fd) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority The parties to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on agree that in the case of a transfer or prior to the date on which the transfer becomes effective in accordance with assignment of any rights and/or obligations of any Lender under this Agreement and that it is bound by that decision to a third party (whether such transfer or assignment shall qualify, under the same extent applicable law as novation (novacija) or not), the Existing Lender would have been had it remained a LenderTransaction Security shall not lapse, but shall continue to secure such transferred or assigned or novated rights and/or obligations.
Appears in 1 contract
Sources: Facility Agreement (Central European Media Enterprises LTD)
Conditions of assignment or transfer. (a) 22.2.1 The consent of the Agent and the Borrowers Borrower is required for an the assignment or and the transfer by an Existing Lendera Lender of its rights and/or obligations, unless the assignment or and/or transfer is is:
(a) to another Lender Lender;
(b) to The Royal Bank of Scotland plc or its Affiliates;
(c) to an Affiliate of a Lender or Lender;
(d) to be made after an Event of Default has occurred and is continuingoccurred.
(b) 22.2.2 The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given shall give its consent five (5or refuse it if permitted under this clause 22.2.2) within 10 Business Days after the Existing Lender has requested it unless it. When the Borrower’s consent is expressly refused by granted, upon receipt of a notice from the Facility Agent within 10 Business Days from the date of that notification the Borrower undertakes to execute (at its own expense if an Event of Default has occurred and it is continuing and on expense of the Existing Lender and/or the New Lender otherwise), a Submission to Execution in favour of each New Lender hereunder and deliver such Submission to Execution to a relevant Borrower within that timeNew Lender.
(c) Unless 22.2.3 The consent of the Borrowers and Borrower to an assignment and/or transfer must not be withheld solely because the relevant Lender otherwise agree, each assignment or transfer may result in an increase to the Bank Guarantee Fund Cost.
22.2.4 An assignment will only be effective on receipt by the Facility Agent 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 as it would have been under if it was an Existing Lender Lender. The Facility Agent shall be in an amount equal to no less than USD 20,000,000, or, if lower, promptly notify the entire participation Borrower with the details of any assignment for which the consent of the relevant Lender under each of the FacilitiesBorrower is not required.
(d) An assignment or 22.2.5 A transfer will only be effective if the procedure set out in Clause 25.5 clause 22.4 (Procedure for transfer) is complied with.
(e) 22.2.6 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a the Borrower 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 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 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is is:
(i) to another Lender or an Affiliate of a Lender or Lender; or
(ii) made at a time when an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it in writing unless such consent is expressly refused by the relevant Borrower within that time.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers Facility Agent (whether in the Assignment Agreement or otherwise) 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 Secured Parties as it would have been under if it were an Original Lender; and
(ii) performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 22.5 (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, a the Borrower 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 Gross Up, Indemnities and indemnitiesFATCA) 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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the FacilitiesFacility.
(f) Each New Lender, by executing the relevant Transfer CertificateCertificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Term Loan Facility (DryShips Inc.)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Guarantor is required for an assignment or transfer by an Existing LenderBank, unless the (i) assignment or transfer is to another Lender Bank or an Affiliate of (ii) the assignment or transfer is made at a Lender or time when an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Guarnator to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Guarantor will be deemed to have given its consent five (5) Business Days after the Existing Lender Bank has requested it unless consent is expressly refused by the relevant Borrower Guarantor within that time.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Bank (in form and substance satisfactory to the Agent) that the New Bank will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Bank; and
(ii) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Bank, the completion of which the Agent shall promptly notify to the Existing Bank and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Bank.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 23.5 (Procedure for transfer) is complied with.
(e) If:
(i) a Lender Bank 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, a Borrower an Obligor would be obliged to make a payment to the New Lender Bank or Lender Bank acting through its new Facility Office under Clause 12 11 (Tax gross-up and indemnities) or Clause 13 12 (Increased Costs), then the New Lender Bank or Lender Bank acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender Bank or Lender Bank acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the FacilitiesFacility.
(f) Each New LenderBank, by executing the relevant Transfer CertificateCertificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender Bank or Lenders Banks in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender Bank would have been had it remained a LenderBank.
Appears in 1 contract
Sources: Facility Agreement (Platinum Underwriters Holdings LTD)
Conditions of assignment or transfer. (a) The consent of 24.2.1 An Existing Lender must consult with the Agent and the Borrowers is required Borrower for no more than 5 days before it may make an assignment or transfer in accordance with Clause 24.1 (Assignments and transfers by an Existing Lender, the Lenders) unless the assignment or transfer is is:
(a) to another Lender or an Affiliate of a Lender;
(b) if the Existing Lender or is a fund, to a fund which is a Related Fund of the Existing Lender; or
(c) made at a time when an Event of Default has occurred and is continuing.
24.2.2 An assignment will only be effective on:
(a) receipt by the Agent (whether in the Assignment Agreement or otherwise) 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 and the other Secured Parties as it would have been under if it was an Original Lender; and
(b) The consent of the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the Borrowers completion of which the Agent shall promptly notify to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or 24.2.3 A transfer will only be effective if the procedure set out in Clause 25.5 24.5 (Procedure for transfer) is complied with.
(e) 24.2.4 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnities) or Clause 13 15.1 (Increased Costscosts), then (unless the assignment, transfer or charge has been made in mitigation in accordance with Clause 17 (Mitigation by the Lenders)) 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent 22.2.1 If an Existing Lender proposes to assign any of the Agent and the Borrowers is required for an assignment its rights or transfer by an Existing novation any of its rights and obligations to a New Lender, unless the assignment or transfer other than a New Lender which is to another already a Lender or is an Affiliate of a Lender, the Existing Lender shall consult in good faith with the Borrower in relation to the proposed assignment or transfer but no consent of the Borrower (or of any other Party) to that assignment or transfer shall be required. Without prejudice to the preceding sentence, each Existing Lender undertakes (as an Event independent undertaking and not as a condition to transfer) that it will not unreasonably disregard the Borrower’s reasonable objections to a proposed New Lender.
22.2.2 An assignment will only be effective on:
(a) receipt by the Facility Agent of Default has occurred written confirmation from the New Lender (in form and is continuing.substance satisfactory to the Facility 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
(b) The consent performance by the Facility Agent of all necessary know your customer or other similar checks under all Applicable Laws in relation to such assignment to a New Lender, the completion of which the Facility Agent and the Borrowers shall promptly notify to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or 22.2.3 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) clause 22.5 is complied with.
(e) 22.2.4 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Facility Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs)clause 13, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Parent is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is (i) to another Existing Lender or an Affiliate of a Lender Existing Lender, a Related Fund or (ii) made at a time when an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Parent to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Parent will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Parent within that time.
(c) Unless The consent of the Borrowers and Parent to an assignment or transfer must not be withheld solely because the relevant Lender otherwise agree, each assignment or transfer may result in an increase to the Mandatory Cost.
(d) The consent of the Issuing Bank is required for any assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, of any of its rights and/or obligations under the entire participation of the relevant Lender under each of the FacilitiesRevolving Credit Facility.
(de) An assignment will only be effective on:
(i) receipt by the Agent (whether in the Assignment Agreement or otherwise) 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 necessary “know your customer” or other similar checks under all applicable laws and regulations 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.
(f) A transfer will only be effective if the procedure set out in Clause 25.5 27.5 (Procedure for transfer) is complied with.
(eg) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 16 (Tax gross-up and indemnities) or Clause 13 17 (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. This paragraph .
(eh) shall If a Lender assigns or transfers part but not apply all of its share in respect the Facilities to a person other than one of an its Affiliates, another Lender or a Related Fund, the amount of such assignment or transfer made must be a minimum of €2,500,000 (or its equivalent in another currency or currencies) and such that no Lender (when aggregated for this purpose with Affiliates or Related Funds) at any time holds an aggregate participation of less than €2,500,000 (or its equivalent in another currency or currencies), unless the ordinary course assignment or transfer is of the primary syndication whole of that Lender’s share in the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing Lender, unless a Default is continuing or the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingLender.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after having received a request from the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Borrower to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) An assignment or transfer of only part of an Existing Lender's participations or Commitments to a person other than one of its Affiliates, another Existing Lender or a Related Fund of an Existing Lender shall be in a minimum amount of:
(i) CZK25,000,000 while an Event of Default is continuing; and
(ii) CZK125,000,000 at all other times.
(e) An assignment will only be effective on:
(i) receipt by the Agent (whether in the Assignment Agreement or otherwise) 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;
(ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement (if required); and
(iii) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations 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.
(f) A transfer will only be effective when the New Lender enters into documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 25.5 24.5 (Procedure for transfer) is complied with.
(eg) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(fh) Each New Lender, by executing the relevant Transfer CertificateCertificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Central European Media Enterprises LTD)
Conditions of assignment or transfer. (a) The written consent of the Agent and the Borrowers Borrower (acting in its sole discretion) is required for an assignment or transfer by an Existing Lender, unless unless:
(i) the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Participant; or
(ii) a Default has occurred and is continuing.
(b) The consent An assignment will only be effective on:
(i) receipt by the Facility Agent 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 as it would have been under if it was an Original Lender; and
(ii) performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the Borrowers completion of which the Facility Agent shall promptly notify to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 22.5 (Procedure for transfer) is complied with.
(ed) 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, a the Borrower 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 Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Facility Agreement (PT Indosat TBK)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower 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 an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Borrower to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) An assignment or will only be effective on 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 Facility Parties as it would have been under if it was an Original Lender.
(e) A transfer will only be effective if the procedure set out in Clause 25.5 22.5 (Procedure for transfer) is complied with.
(ef) If:.
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Facility Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, a the Borrower 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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Term and Letter of Credit Facility Agreement (Cascal B.V.)
Conditions of assignment or transfer. (a) 25.2.1 The consent of the Agent and the Borrowers is not 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 an Event save in the case of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers to an assignment or transfer must to an entity which is not a bank or financial institution or an affiliate of a Lender where the prior written consent of the Borrowers (which shall not be unreasonably withheld or delayed. Each Borrower ) shall be required unless clause 25.2.3 applies.
25.2.2 A Lender wishing to assign or transfer any of its rights to a bank or financial institution will be deemed to have given its consent five (5) consult with the Borrowers for no longer than ten Business Days after (which for the Existing Lender has requested it avoidance of doubt shall not give the Borrowers any veto rights) unless consent is expressly refused by the relevant Borrower within that timeclause 25.2.3 applies.
(c) Unless 25.2.3 No Lender shall be under an obligation to obtain the Borrowers and the relevant Lender otherwise agree, each Borrowers' consent pursuant to clause 25.2.1 or to consult pursuant to clause 25.2.2 in relation to a proposed assignment or transfer where the Lender remains a party to this Agreement as a Lender
25.2.4 An assignment will only be effective on 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 Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesOriginal Lender.
(d) An assignment or 25.2.5 A transfer will only be effective if the procedure set out in Clause clause 25.5 (Procedure for transfer) is complied with.
(e) 25.2.6 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause clause 12 (Tax grossGross-up and indemnitiesIndemnities) or Clause 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 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Company is required for an assignment or transfer by an Existing LenderParticipating Bank, unless provided that no such consent shall be required if the assignment or transfer is is:
(i) to another Lender Participating Bank or an Affiliate of a Lender Participating Bank (which shall include, for the purposes of this Clause 27 and for the avoidance of doubt, in the case of CACIB, any company Caisses Régionales du Crédit Agricole Mutuel or CACIB) ; or
(ii) to the Issuing Bank or an Event Affiliate of the Issuing Bank; or
(iii) made at a time when a Default has occurred and is continuing.;
(b) The consent of the Agent and the Borrowers Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) ten Business Days after the Existing Lender Participating Bank has requested it unless consent is expressly refused in writing by the relevant Borrower Company within that time.
(c) Unless An assignment will only be effective as among the Borrowers Finance Parties on:
(i) receipt by the Administrative Agent of written confirmation from the New Participating Bank (in form and substance satisfactory to the Administrative Agent) that the New Participating Bank has become entitled to the same rights and will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Participating Bank; and
(ii) performance by the Administrative Agent of all necessary “know your customer” or other similar checks under all Applicable Laws in relation to such assignment to a New Participating Bank, the completion of which the Administrative Agent shall promptly notify to the Existing Participating Bank and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Participating Bank.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 27.5 (Procedure for transfer) is complied with.
(e) If:
(i) a Lender Participating Bank 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, a Borrower an Obligor would be obliged to make a payment to the New Lender Participating Bank or Lender Participating Bank acting through its new Facility Office under Clause 12 17 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 18 (Increased Costs), then the New Lender Participating Bank or Lender Participating Bank acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender Participating Bank or Lender Participating Bank acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New LenderThe Facility may be assigned or transferred in amounts of not less than €5,000,000 (or if less, the remaining amount held by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lendersuch Participating Bank).
Appears in 1 contract
Sources: Letter of Credit Facility Agreement (Flowserve Corp)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Company is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Company within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Company to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) An assignment or transfer by a Lender of its Commitments under the Facility may be in whole or in part, but if in part shall be in minimum Base Currency Amounts of euro 10,000,000.
(e) 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.
(f) A transfer will only be effective if the procedure set out in Clause 25.5 24.5 (Procedure for transfer) is complied with.
(eg) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-gross up and indemnities) or Clause 13 14 (Increased Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Credit Agreement (Sappi LTD)
Conditions of assignment or transfer. (a) The consent of An Existing Lender must consult with the Agent and the Borrowers is required Borrower for no more than five days before it may make an assignment or transfer in accordance with Clause 25.1 (Assignments and transfers by an Existing Lender, the Lenders) unless the assignment or transfer is is:
(i) to another Lender or an Affiliate of a Lender;
(ii) if the Existing Lender or is a fund, to a fund which is a Related Fund of the Existing Lender; or
(iii) made at any time when an Event of Default has occurred and is continuing.
(b) The consent of An assignment will only be effective on:
(i) receipt by the Agent (whether in the Assignment Agreement or otherwise) 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 and the Borrowers other Secured Parties as it would have been under if it was an Original Lender; and
(ii) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to an such assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the procedure procedures set out in Clause 25.5 (Procedure Procedures for transfer) is are complied with.
(ed) 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, a Borrower 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 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Facility Agreement (Cascal N.V.)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Parent is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer transfer:
(i) is to another Lender or an Affiliate of a Lender or or, in the case of ABN AMRO Bank N.V., to The Royal Bank of Scotland plc; or
(ii) takes effect at a time when an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Parent to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Parent will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Parent within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Parent to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) 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 necessary “know your customer” or other similar checks under all applicable laws and regulations 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.
(e) A transfer will only be effective if the procedure set out in Clause 25.5 23.5 (Procedure for transfer) is complied with.
(ef) 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, a Borrower 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 Costscosts), 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. This paragraph .
(eg) If a Lender assigns or transfers part, but not all, of its rights and obligations under the Finance Documents, such assignment or transfer shall not apply be in respect of an assignment or transfer made such Lender’s Commitment and its participation in the ordinary course of the primary syndication of the Facilitiesoutstanding Loans on a pro rata basis.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Facility Agreement (Gold Fields LTD)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower is required for an assignment or a transfer by an Existing Lender, a Lender of any of its obligations under the Finance Documents in respect of its Commitment unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingLender.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or a transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) seven Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that timetime for reasons to be recorded in writing.
(c) Unless Transfer will only be effective on receipt by the Borrowers Agent and Security Trustee of written confirmation from the relevant New Lender otherwise agree, each assignment or transfer by (in form and substance satisfactory to the Agent and Security Trustee) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesOriginal Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 10.1.3 (Procedure for transfer) is complied with.
(e) If:
(i) a 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 of the assignment, transfer or change occurs, a the Borrower would be becomes obliged to make a extra 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), Office. 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Rupee Term Facility Agreement (Sterlite Industries (India) LTD)
Conditions of assignment or transfer. (a) 25.2.1 The consent of the Agent and the Borrowers Guarantor is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is is:
(a) to another Lender or an Affiliate of a Lender or Lender; or
(b) made at a time when an Event of Default has occurred and is continuing.
(b) 25.2.2 The consent of the Agent and the Borrowers Guarantor to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Guarantor will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Guarantor within that time.
25.2.3 An assignment will only be effective on:
(ca) Unless receipt by the Borrowers 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 and the relevant Lender otherwise agreeother Secured Parties as it would have been under if it was an Original Lender; and
(b) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, each assignment or transfer by an the completion of which the Agent shall promptly notify to the Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, and the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or 25.2.4 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
(e) 25.2.5 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 11 (Tax grossGross-up and indemnitiesIndemnities) or Clause 13 12 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Validus Holdings LTD)
Conditions of assignment or transfer. (a) 24.2.1 The consent of the Agent and the Borrowers Borrower 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 an Event of Default has occurred and is continuingLender.
(b) 24.2.2 The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless 24.2.3 The consent of the Borrowers and the relevant Lender otherwise agree, each Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost.
24.2.4 An assignment will only be effective on:
(a) receipt by the Facility Agent 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 as it would have been under if it was an Existing Lender Original Lender. In the case of an assignment in accordance with clause 24.5.2, such confirmation shall be in an amount equal deemed to no less than USD 20,000,000, or, if lower, the entire participation have been given by its execution of the relevant Transfer Certificate; and
(b) performance by the Facility 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 Facility Agent shall promptly notify to the Existing Lender under each of and the FacilitiesNew Lender.
(d) An assignment or 24.2.5 A transfer will only be effective if the procedure set out in Clause 25.5 clause 24.5 (Procedure for transfer) is complied with.
(e) 24.2.6 If at the time when a transfer takes effect more than one Loan is outstanding under a Facility, the transfer of an Existing Lender’s participation shall take effect in respect of the same fraction of each such Loan.
24.2.7 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause clause 12 (Tax gross-up and indemnities) or Clause 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 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the 24.2.8 A transfer becomes will only be effective in accordance with this Agreement and that it is bound by that decision to the same extent as if the Existing Lender would have been had it remained transfers a Lenderpro rata portion of its Commitment under each Facility denominated in the same currency.
Appears in 1 contract
Sources: Facilities Agreement (Hungarian Telephone & Cable Corp)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Company 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 an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Company within that time.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers 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 necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 22.5 (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, a Borrower the Company would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 11 (Tax gross-up and indemnitiesTaxes) 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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Standby Letter of Credit Facility Agreement (Montpelier Re Holdings LTD)
Conditions of assignment or transfer. (a) 30.2.1 A transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of US$10,000,000.
30.2.2 Subject to subclause 30.2.1 above, an Existing Lender may transfer a part of each of its Facility A Commitments, Facility B Commitments and Revolving Facility Commitments separately, and is not required to pro rate the amounts transferred across each Facility.
30.2.3 The consent of the Agent and the Borrowers Company is required for an assignment or transfer by an Existing Lender, unless unless:
(a) the assignment or transfer is to another Lender or an Affiliate of a Lender Lender; or
(b) at the time of the assignment or transfer, an Event of Default has occurred and is continuing.
(b) 30.2.4 The consent of the Agent and the Borrowers Company to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Company within that time.
30.2.5 An assignment will be effective only on:
(a) receipt by the Facility Agent 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 as it would have been under if it was an Original Lender;
(b) performance by the relevant 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 that Agent shall promptly notify to the Existing Lender and the New Lender; and
(c) Unless entry by the Borrowers and New Lender into a Confidentiality Undertaking with the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesCompany.
(d) An assignment or 30.2.6 A transfer will only be effective if the procedure set out in Clause 25.5 30.5 (Procedure for transfer) is complied withwith and if the New Lender has, prior to the Transfer Date, entered into a Confidentiality Undertaking with the Company.
(e) 30.2.7 If:
(ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower an Obligor would be obliged to make a payment (or increased payment) to the New Lender or Lender acting through its new Facility Office under Clause 12 19 (Tax gross-up and indemnities) or Clause 13 20 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment (or increased 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. This paragraph occurred provided that (ewithout prejudice to Clause 19.2.8 above) this sub-clause 30.2.7 shall not apply in respect of prevent an assignment or transfer made in Obligor from being required to pay an increased amount under Clause 19 (Tax Gross Up and Indemnities) to a Treaty Lender which becomes a Lender on the ordinary course of the primary syndication of the FacilitiesSyndication Date.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Facilities Agreement (Shuttle Corp)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Obligor 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 an Event of Default has occurred and is continuingLender.
(b) The consent of the Agent and the Borrowers Obligor to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower The Obligor will be deemed to have given its consent five seven (57) Business Days after the Existing Lender has requested it in writing unless consent is expressly refused by the relevant Borrower Obligor within that time.
(c) Unless An assignment will only be effective on:
(i) receipt by the Borrowers Agent of an Assignment and Assumption from the New Lender (in form and substance satisfactory to the Agent) stating 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 necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesNew Lender.
(d) An assignment or transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
(e) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Fundamental Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower 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 grosssub-up and indemnities) clause 2.9.2 or Clause 13 2.7 (Increased Regulatory Requirements; Additional 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) 23.2.1 The consent of the Agent and the Borrowers Ultimate Holding Company is required for an transfer or assignment or transfer by an Existing a Lender, unless the transfer or assignment or transfer is to another Lender or an Affiliate of a Lender Lender, or is made following the occurrence of an Event of Default has occurred and is continuingDefault.
(b) 23.2.2 The consent of the Agent and the Borrowers Ultimate Holding Company to an assignment or transfer must not be unreasonably withheld or delayeddelayed where the proposed New Lender is a Qualifying Lender. Each Borrower The Ultimate Holding Company will be deemed to have given its consent five (5) Business Banking Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Ultimate Holding Company within that time.
(c) Unless 23.2.3 The consent of the Borrowers and the relevant Lender otherwise agree, each Ultimate Holding Company to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) 23.2.4 An assignment or will only be effective on 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.
23.2.5 A transfer will only be effective if the procedure set out in Clause 25.5 clause 23.5 (Procedure for transfer) is complied with.
(ea) If:Any transfer by an Existing Lender to a New Lender shall only be effective if it transfers the Existing Lender’s share of the Facility.
(ib) Any transfer by an Existing Lender to a New Lender assigns or transfers any of part of its rights or obligations under the Finance Documents or changes its Facility Office; andthis Agreement shall be of at least £5,000,000.
(iic) as a result Where an Existing Lender transfers part of circumstances existing its rights and obligations pursuant to clause 23.5 (Procedure for transfer), that Existing Lender must transfer equal fractions of its Commitment and participation in the Utilisations (if any) under the Facility.
(d) If at the date time when a transfer takes effect more than one Utilisation is outstanding under the assignmentFacility, the transfer or change occurs, a Borrower 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 the of an Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) Lender’s participation shall not apply take effect in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lenderfraction of each such Utilisation.
Appears in 1 contract
Sources: Facility Agreement (British Sky Broadcasting Group PLC)
Conditions of assignment or transfer. (a) The In the case of a transfer by a Lender of any of its obligations under the Finance Documents in respect of its Available Commitment, the consent of the Agent and Borrowers shall be required unless, in either case, the Borrowers 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 an Event of Default has occurred and is continuingLender.
(b) The consent of the Agent and the Borrowers to an assignment or a transfer must not be unreasonably withheld or delayed. Each Borrower of the Borrowers will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Borrowers within that time.
(c) Unless An assignment will only be effective on receipt by the Borrowers Agent of written confirmation from the New Lender (in form and substance satisfactory to the relevant Agent) that the New Lender otherwise agree, each assignment or transfer by will assume the same obligations to the other Finance Parties as it would have been under if it was an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesOriginal Lender.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 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, a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 11 (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 the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of An Existing Lender must consult with the Agent and the Borrowers is required Parent for no more than five Business Days before it may make an assignment or transfer by an Existing Lendertransfer, unless the assignment or transfer is is:
(i) to another Lender or an Affiliate of a Lender Lender, which is a Qualifying Bank or a Permitted Non-Qualifying Bank; or
(ii) made at a time when the occurrence of an Event of Default has occurred and is continuing.
(b) The consent of 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 Borrowers 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 or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender has requested it unless consent is expressly refused by and the relevant Borrower within that timeNew Lender.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the procedure set out in Clause 25.5 24.6 (Procedure for transfer) is complied with.
(ed) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (Innospec Inc.)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Company is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingLender.
(b) The consent of the Agent and the Borrowers Company to an assignment or to transfer must not be unreasonably withheld or delayed. Each Borrower The Company will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower Company within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Company to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) An assignment or will only be effective on 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.
(e) A transfer will only be effective if the procedure set out in Clause 25.5 24.5 (Procedure for transfer) is complied with.
(ef) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 3 (Tax gross-up and indemnities) or Clause 13 4 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Borrower is required for an assignment or transfer by an Existing LenderBank, unless the assignment or transfer is to another Lender Bank or an Affiliate of a Lender Bank or an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender Bank has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Issuing Bank is required for any assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender any Bank’s rights and obligations under each of the Facilitiesthis Agreement.
(d) An assignment will only be effective on:
(i) receipt by the Agent of written confirmation from the New Bank (in form and substance satisfactory to the Agent) that the New Bank will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Bank; and
(ii) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Bank, the completion of which the Agent shall promptly notify to the Existing Bank and the New Bank.
(e) A transfer will only be effective if the procedure set out in Clause 25.5 22.5 (Procedure for transfer) is complied with.
(ef) If:
(i) a Lender Bank 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, a Borrower an Obligor would be obliged to make a payment to the New Lender Bank or Lender Bank acting through its new Facility Office under Clause 12 11 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 12.1 (Increased Costscosts), then the New Lender Bank or Lender Bank acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender Bank or Lender Bank acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Multicurrency Guarantee Facility Agreement (Acergy S.A.)
Conditions of assignment or transfer. (a) The consent of An assignment will only be effective on:
(i) receipt by the Agent (whether in the Assignment Agreement and Lender Accession Undertaking or otherwise) 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 and the Borrowers is other Secured Parties as it would have been under if it was an Original Lender;
(ii) the New Lender entering into the documentation required for an it to accede as a party to the Deed of Appointment; and
(iii) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment or transfer by an Existing to a New Lender, unless the assignment or transfer is completion of which the Agent shall promptly notify to another the Existing Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingthe New Lender.
(b) The consent of the Agent and the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Deed of Appointment and if the procedure set out in Clause 25.5 23.5 (Procedure for transfer) is complied with.
(ec) If, after the Syndication Date:
(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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax grossGross-up and indemnitiesUp And Indemnities) or Clause 13 15 (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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract
Sources: Senior Facilities Agreement (Melco PBL Entertainment (Macau) LTD)
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers Original Borrower is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuingLender.
(b) The consent of the Agent and the Borrowers Original Borrower to an assignment or transfer must not be unreasonably withheld or delayed. Each The Original Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Original Borrower within that time.
(c) Unless The consent of the Borrowers and the relevant Lender otherwise agree, each Original Borrower to an assignment or transfer by an Existing Lender shall must not be withheld solely because the assignment or transfer may result in an amount equal increase to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the FacilitiesMandatory Cost.
(d) The consent of the Fronting Bank is required for an assignment or transfer by a Lender in relation to a Facility B.
(e) An assignment or will only be effective on 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.
(f) A transfer will only be effective if the procedure set out in Clause 25.5 27.6 (Procedure for transfer) is complied with.
(eg) No such assignment shall result in any Lender which has Facility B Commitment being required to participate in Facility B Loan unless the consent of the Lenders with Facility B Commitment exceeding 66 2/3 per cent. of the aggregate of the Facility B Commitment has been obtained.
(h) 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, a Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 16 (Tax gross-up and indemnities) or Clause 13 17 (Increased Costscosts), 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. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Appears in 1 contract