Common use of Debt Transfer Clause in Contracts

Debt Transfer. (a) Notwithstanding anything to the contrary in any Finance Document, the Company may at any time require that all of the rights and obligations of any Borrower in respect of all or part of any Term Loan made to it shall be novated or otherwise transferred whether or not the Availability Period for the relevant Facility has ended and whether or not Available Commitments exist under such Facility (including by way of assignment and assumption) by that Borrower (a “Debt Transfer”), provided that: (i) such Debt Transfer would not cause or be implemented in a way which would cause it to be unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement, provided that each Lender shall take all reasonable steps (including being party to any appropriate applicable fronting structures) to mitigate any circumstances which may result in such unlawfulness; (ii) the Company has delivered a notice to the Agent in the form set out at Part 6 (Form of Debt Transfer Notice) of Schedule ‎3 (Requests and Notices), or such other form as may be agreed between the Company and the Agent (each acting reasonably) (a “Debt Transfer Notice”); (iii) such Debt Transfer is by an Original Borrower to another Borrower (a “Debt Transfer Borrower”) incorporated in the same jurisdiction as the Borrower making such Debt Transfer (save that, for the purposes of determining whether a Lender ceased to be a Qualifying Lender as a result of a Change of Law in accordance with Clause 16 (Tax Gross-up and Indemnities), such determination shall be made by reference to the date the Lender became a Lender in respect of the Original Borrower and not by reference to the date the Lender become a Lender in respect of the Debt Transfer Borrower; (iv) no Event of Default is continuing on the date the relevant member of the Group legally commits to such Debt Transfer or is expected (or projected) by the Company (acting in good faith) to have occurred prior to or on the completion date of such Debt Transfer; (v) the Debt Transfer Borrower is a wholly-owned member of the Group, and such Debt Transfer Borrower has become an Additional Borrower in respect of the applicable Term Facility in accordance with Clause ‎29.2 (Additional Borrowers); (vi) the Finance Parties (or the Security Agent on their behalf) will continue to have the same or substantially equivalent security (subject to the Agreed Security Principles and ignoring, where relevant, for the purpose of assessing such equivalency any limitations pursuant to the Guarantee Limitations or required in accordance with the Agreed Security Principles or hardening periods but excluding always any hardening periods in respect of Transaction Security) over the same or substantially equivalent assets of the Obligors and the Agent has received such guarantee confirmations and (as applicable) Transaction Security Documents as the Security Agent (acting reasonably) may require in connection therewith in form and substance satisfactory to the Security Agent (acting reasonably) on or prior to the date of such Debt Transfer provided that any such Transaction Security Documents will be deemed to be satisfactory to the Security Agent if such Transaction Security Documents are (to the extent relevant), in form and substance, substantially similar to the relevant Transaction Security Document delivered pursuant to paragraph 2(e) of Part 1 of (Conditions Precedent to Initial Utilisation) of Schedule ‎2 (Conditions Precedent) or substantially similar to any relevant Transaction Security Document which has been delivered prior to that date pursuant to Part 2 (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule ‎2 (Conditions Precedent); (b) The Agent and the Security Agent are hereby irrevocably and unconditionally authorised and instructed by and on behalf of the Finance Parties to: (i) execute any Debt Transfer Notice; and (ii) execute any other document (including any amendments or variations to the Finance Documents) and take any further action as may reasonably be requested by the Company to give effect to any Debt Transfer. (c) Any Debt Transfer shall be effected on a cashless basis, by way of book entries by the Agent and not as physical cash movement to repay and reborrow any applicable Term Loan.

Debt Transfer. (a) Notwithstanding anything to the contrary in any Finance Document, the Company may at any time require that all of the rights and obligations of any Borrower Issuer in respect of all or part of any Term Loan made to Note issued by it shall be novated or otherwise transferred whether or not the Availability Period for the relevant Facility Series has ended and whether or not Available Commitments exist under such Facility Series (including by way of assignment and assumption) by that Borrower Issuer (a “Debt Transfer”), provided that: (i) such Debt Transfer would not cause or be implemented in a way which would cause it to be unlawful in any applicable jurisdiction for a Lender Noteholder to perform any of its obligations as contemplated by this Agreement, provided that each Lender Noteholder shall take all reasonable steps (including being party to any appropriate applicable fronting structures) to mitigate any circumstances which may result in such unlawfulness; (ii) the Company has delivered a notice to the Agent in the form set out at Part 6 (Form of Debt Transfer Notice) of Schedule ‎3 (Requests and Notices), or such other form as may be agreed between the Company and the Agent (each acting reasonably) (a “Debt Transfer Notice”); (iii) such Debt Transfer is by an Original Borrower Issuer to another Borrower Issuer (a “Debt Transfer BorrowerIssuer”) incorporated in the same jurisdiction as the Borrower Issuer making such Debt Transfer (save that, for the purposes of determining whether a Lender ceased to be a Qualifying Lender as a result of a Change of Law in accordance with Clause 16 (Tax Gross-up and Indemnities), such determination shall be made by reference to the date the Lender became a Lender in respect of the Original Borrower and not by reference to the date the Lender become a Lender in respect of the Debt Transfer BorrowerTransfer; (iv) no Event of Default is continuing on the date the relevant member of the Group legally commits to such Debt Transfer or is expected (or projected) by the Company (acting in good faith) to have occurred prior to or on the completion date of such Debt Transfer; (v) the Debt Transfer Borrower Issuer is a wholly-owned member of the Group, and such Debt Transfer Borrower Issuer has become an Additional Borrower Issuer in respect of the applicable Term Facility Series in accordance with Clause ‎29.2 (Additional BorrowersIssuers); (vi) the Finance Parties (or the Security Agent on their behalf) will continue to have the same or substantially equivalent security (subject to the Agreed Security Principles and ignoring, where relevant, for the purpose of assessing such equivalency any limitations pursuant to the Guarantee Limitations or required in accordance with the Agreed Security Principles or hardening periods but excluding always any hardening periods in respect of Transaction Security) over the same or substantially equivalent assets of the Obligors and the Agent has received such guarantee confirmations and (as applicable) Transaction Security Documents as the Security Agent (acting reasonably) may require in connection therewith in form and substance satisfactory to the Security Agent (acting reasonably) on or prior to the date of such Debt Transfer provided that any such Transaction Security Documents will be deemed to be satisfactory to the Security Agent if such Transaction Security Documents are (to the extent relevant), in form and substance, substantially similar to the relevant Transaction Security Document delivered pursuant to paragraph 2(e2(g) of Part 1 of (Conditions Precedent to Initial UtilisationSubscription) of Schedule ‎2 (Conditions Precedent) or substantially similar to any relevant Transaction Security Document which has been delivered prior to that date pursuant to Part 2 (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule ‎2 (Conditions Precedent); (b) The Agent and the Security Agent are hereby irrevocably and unconditionally authorised and instructed by and on behalf of the Finance Parties to: (i) execute any Debt Transfer Notice; and (ii) execute any other document (including any amendments or variations to the Finance Documents) and take any further action as may reasonably be requested by the Company to give effect to any Debt Transfer. (c) Any Debt Transfer shall be effected on a cashless basis, by way of book entries by the Agent and not as physical cash movement to repay redeem and reborrow re-issue any applicable Term LoanNote.