Common use of Conditions of assignment or transfer Clause in Contracts

Conditions of assignment or transfer. 18.2.1 The consent of the 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. 18.2.2 The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. 18.2.3 The assignment or transfer must be with respect to a minimum Commitment of [**] or, if less, the Existing Lender’s full Commitment. 18.2.4 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 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 New Lender. 18.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 18.2.6 If: (a) a Lender assigns or transfers its rights or obligations under the Security Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 8, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under 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.

Conditions of assignment or transfer. 18.2.1 20.2.1 The consent of the Borrower Parent 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. 18.2.2 20.2.2 The consent of the Borrower Parent to an assignment or transfer must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent five Business Days after the Lender has requested it unless consent is expressly refused by the Parent within that time. 18.2.3 The assignment or transfer must be with respect to a minimum Commitment of [**] or, if less, the Existing Lender’s full Commitment. 18.2.4 20.2.3 An assignment will only be effective on: (a) 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; 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 New Lender. 18.2.5 20.2.4 A transfer will only be effective if the procedure set out in Clause 18.5 clause 20.5 (Procedure for transfer) is complied with. 18.2.6 20.2.5 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 8clause 10 (Tax gross-up and indemnities) or clause 11 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that Clause 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.

Conditions of assignment or transfer. 18.2.1 The consent of the 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. 18.2.2 The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. 18.2.3 The assignment or transfer must be with respect to a minimum Commitment of [**] [Confidential Treatment] Dollars [**] [Confidential Treatment] or, if less, the Existing Lender’s full Commitment. 18.2.4 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 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 New Lender. 18.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 18.2.6 If: (a) a Lender assigns or transfers its rights or obligations under the Security Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 8, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under 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.

Conditions of assignment or transfer. 18.2.1 The consent of (A) If a Lender assigns any rights under the 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. 18.2.2 The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. 18.2.3 The assignment or transfer must be Finance Documents in accordance with respect to a minimum Commitment of [**] or, if less, the Existing Lender’s full Commitment. 18.2.4 An assignment will only be effective on: clause 21.1 (a) receipt Assignments and transfers by the Lenders) then, subject to the assignee delivering to the Agent of written confirmation from the New Lender at least 7 Business Days' (in form and substance satisfactory to or such shorter period agreed by the Agent) prior to the proposed Assignment Date specified in such undertaking an undertaking substantially in the form of Schedule 5 (Form of Assignee's Undertaking) in the Agreed Terms that it will be bound by the New Lender will assume terms of the Finance Documents as a Lender, and paying the assignment fee referred to in clause 21.3 (Assignment or transfer fee), the assignee shall be substituted for the assignor and have the same obligations to rights against the other Finance Parties Borrower as it would have been under had if it was had been an Original Lender; andoriginal party to this Agreement as a Lender with the rights assigned to it. Such undertaking shall contain the assignee's notice details for the purpose of clause 31.2 (Addresses). (bB) 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. 18.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 clause 21.5 (Procedure for transfer) is complied with. 18.2.6 If: (aC) a Lender assigns or transfers its rights or obligations Each of the parties irrevocably authorises the Lenders to deliver, and the Agent to receive, undertakings under the Security Documents or changes its Facility Office; and clause 21.2(A) and/or Transfer Certificates in accordance with clause 21.5 (b) as a result of circumstances existing at the date the assignmentProcedure for transfer). In addition, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 8, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as each party (other than the Existing Lender and the New Lender) irrevocably authorises the Agent to execute any completed Transfer Certificates on its behalf. (D) The Borrower shall enter into such additional documentation (if any) required by the Agent to effect any assignment or Lender acting through its previous Facility Office would have been transfer in accordance with this clause 21. The Agent shall distribute payments received by it in relation to the Loans to the Lenders indicated in the records of the Agent as being entitled thereto on the date on which such payment fell due (and, if that date is the assignmentdue date on which an assignment or transfer of such portion takes effect, to the Lenders so indicated before such assignment or transfer or change had not occurredtook effect).

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Borrower Borrower, the Off Shore Facility Agent and, in the case of an assignment or transfer by a SIT Facility Bank, the On Shore Facility Agent is required for an assignment or transfer by an Existing Lendera Bank, unless the assignment or transfer is to another Lender Bank or an Affiliate of a LenderBank or if an Event of Default has occurred and is continuing on the Transfer Date. 18.2.2 (b) The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five (5) Business Days after the Borrower has received the Bank's written request for such consent unless consent is expressly refused by the Borrower within that time. 18.2.3 The assignment or transfer must be with respect to a minimum Commitment of [**] or, if less, the Existing Lender’s full Commitment. 18.2.4 (c) An assignment will only be effective on: (a) on receipt by the Agent of written confirmation from the New Lender Bank (in form and substance satisfactory to the Agent) that the New Lender Bank will assume the same obligations to the other Finance Parties as it would have been be under if it was were an Original Lender; andExisting Bank. (bd) 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. 18.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 26.5 (Procedure for transfer) is complied with. 18.2.6 (e) If: (ai) a Lender Bank assigns or transfers any of its rights or obligations under the Security Documents Material Contracts or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender Bank or Lender Bank acting through its new Facility Office under Clause 815 (Tax gross-up and indemnities) or Clause 16 (Increased Costs), then the New Lender Bank or Lender Bank acting through its new Facility Office is only entitled to receive payment under that Clause 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.

Conditions of assignment or transfer. 18.2.1 25.2.1 The consent of the Borrower is required for an assignment or transfer by an Existing a Lender, unless the assignment or transfer is to another Lender bank or financial institution or an Affiliate of a Lender. 18.2.2 25.2.2 The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five (5) Business Days after the Lender has requested it unless consent is expressly refused by the Borrower within that time. 18.2.3 The assignment or transfer must be with respect to a minimum Commitment of [**] or, if less, the Existing Lender’s full Commitment. 18.2.4 25.2.3 An assignment will only be effective on: (a) 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; 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 New Lender. 18.2.5 25.2.4 A transfer will only be effective if the procedure set out in Clause 18.5 25.5 (Procedure for transfer) is complied with. 18.2.6 25.2.5 If: (aA) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents or any of them or changes its Facility Office; and (bB) as a result of circumstances existing at the date the assignmentassignment or transfer, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 814 (Tax gross-up and indemnities) or Clause 15.1 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that Clause 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.

Conditions of assignment or transfer. 18.2.1 The consent of the 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. 18.2.2 The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. 18.2.3 The assignment or transfer must be with respect to a minimum Commitment of [**] or, if less, the Existing Lender’s full Commitment. 18.2.4 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 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 New Lender. 18.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 18.2.6 If: (a) a Lender assigns or transfers its rights or obligations under the Security Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 8, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under 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.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Borrower is not required for an any assignment or transfer by an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. 18.2.2 The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. 18.2.3 The assignment or transfer must be with respect to a minimum Commitment of [**] or, if less, the Existing Lender’s full Commitment. 18.2.4 (b) An assignment will only be effective on: (ai) 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 (bii) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations 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. 18.2.5 (c) A transfer will only be effective if the procedure set out in Clause 18.5 23.5 (Procedure for transfer) is complied with. 18.2.6 (d) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new now Facility Office under Clause 8, 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 that Clause 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.

Conditions of assignment or transfer. 18.2.1 The consent of the 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. 18.2.2 The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. 18.2.3 The assignment or transfer must be with respect to a minimum Commitment of [**] Dollars [**] or, if less, the Existing Lender’s full Commitment. 18.2.4 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 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 New Lender. 18.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 18.2.6 If: (a) a Lender assigns or transfers its rights or obligations under the Security Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 8, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under 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.

Conditions of assignment or transfer. 18.2.1 (a) The consent of all of any of the Borrower Obligors 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. 18.2.2 The (b) Each Lender will consult in good faith with the Parent as to the identity of the proposed transferee in relation to any assignment or transfer and will not effect any assignment or transfer prior to notifying the Parent of the identity of any assignee or transferee. (c) Notwithstanding any other provision of this Agreement, the consent of the Borrower to an Issuing Bank is required for any assignment or transfer must not of any Lender's rights and/or obligations under Facility B provided that such consent shall be unreasonably withheld automatically deemed to have been given where the proposed assignee or delayedtransferee (i) has a long term debt rating of at least A- by Standard & Poor's Rating Group and A3 by ▇▇▇▇▇'▇ Investor Service, Inc., or (ii) is a Lender. 18.2.3 The assignment or transfer must be with respect to a minimum Commitment of [**] or, if less, the Existing Lender’s full Commitment. 18.2.4 (d) An assignment will only be effective on: (a) 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; and. (be) 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. 18.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 26.5 (Procedure for transfer) is complied with. 18.2.6 (f) Any assignment or transfer by an Existing Lender to a new Lender in relation to Facility A or Facility B will only be effective if it transfers or assigns the Existing Lender's shares of such Facilities pro rata and is subject to a minimum aggregate equivalent amount being assigned or transferred thereunder of $5,000,000. (g) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 8, then the New Lender 16 (Tax gross-up and indemnities) or Lender acting through its new Facility Office is only entitled to receive payment under 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.17 (Increased Costs),

Conditions of assignment or transfer. 18.2.1 The consent of the 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. 18.2.2 The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. 18.2.3 The assignment or transfer must be with respect to a minimum Commitment of [**] euro [**] or, if less, the Existing Lender’s full Commitment. 18.2.4 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 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 New Lender. 18.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 18.2.6 If: (a) a Lender assigns or transfers its rights or obligations under the Security Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 8, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under 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.