Common use of Conditions of assignment or transfer Clause in Contracts

Conditions of assignment or transfer. (a) An Existing Lender must obtain the prior written consent of the Company (such consent not to be unreasonably withheld or delayed, provided that the Company shall be deemed to have given its consent five (5) Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that period) before it may make an assignment or transfer in accordance with Clause 27.1 (Assignments and transfers by the Lenders) unless the assignment or transfer is: (i) to another Lender or an Affiliate of a Lender where such Affiliate is a Qualifying Bank; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; (iii) to any bank or financial institution on the Approved List which is a Qualifying Bank; or (iv) made at a time when an Event of Default is continuing. (b) In the event a Lender enters into an assignment or transfer without complying with the requirements of paragraph (a) above, neither its Commitments and/or participations (but only to the extent of such transfer or assignment) nor those of the relevant transferee or assignee shall be included for the purpose of calculating whether a certain percentage of Total Commitments or Utilisations has been obtained to approve an amendment, waiver or similar under any of the Finance Documents. (c) The Approved List may be amended with the prior written consent of the Agent (acting on the instruction of the Majority Lenders) and the Company. (d) For the avoidance of doubt, an amendment to the Approved List (including the removal of an institution from the Approved List), will be without prejudice to the effect of any assignment or transfer which is made in accordance with this Clause 27 (Changes to the Lenders) prior to the date of such amendment. (e) The amount of the Existing Lender’s Commitment assigned or transferred must be a minimum of USD 5,000,000 (or its equivalent in other currencies) unless the assignment or transfer is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; (iii) made at a time when an Event of Default is continuing; or (iv) of all of the relevant Existing Lender’s Commitment (and not part thereof). (f) For the purposes of paragraph (a) above: (i) in the case of concurrent assignments, releases and accessions by an Existing Lender to two or more Related Funds or Affiliates, the participations in respect of the Commitments and Utilisations of these Related Funds and Affiliates shall be aggregated; and (ii) if on the same date two or more Existing Lenders are assigning part of their rights under this Agreement to (and their corresponding obligations are being released and equivalent obligations acceded to by) the same person, then that person’s aggregate Commitments and Utilisations may be less than the relevant amount required pursuant to paragraph (b) above as a result of any single assignment, release and accession provided that as a result of all such assignments, releases and accessions on such date the aggregate Commitments of that person are not less than such amount. (g) 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 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 it to accede as a party to the Intercreditor Agreement; and (iii) 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. (h) 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 27.5 (Procedure for transfer) is complied with. (i) 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 the relevant Facility pro rata against the Existing Lender’s Available Commitment and its participations in Utilisations under that Facility. (j) if there is any Utilisation outstanding (other than in respect of an Ancillary Facility which has been provided by the Existing Lender) at the time of an assignment or transfer, such assignment or transfer of an Existing Lenders to a New Lender shall only be effective if the Existing Lender assigns or transfers (as appropriate) its share of the Facility pro rata to the Existing Lender’s Available Facility and its participation in such Utilisation to the New Lender. (k) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 17 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under the relevant 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 (k) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (l) Each New Lender, by executing the relevant Transfer Certificate 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.

Conditions of assignment or transfer. (a) An Existing Lender must obtain On or prior to the Closing Date, the prior written consent of the Company (which may be given or refused in its absolute discretion) is required for any assignment or transfer of any Facility unless such consent not assignment or transfer is by an Original Lender to be unreasonably withheld its Affiliate or delayed, Related Entity (provided that such Affiliate or Related Entity satisfies and comply with the requirements of Clause ‎27.3 (Overriding restrictions on assignments, transfers and sub-participations)). (b) Subject to paragraph ‎(c) below, after the Closing Date, the prior written consent of the Company shall (in its sole discretion provided that consent will be deemed to have given its consent five (5) Business Days after if no response by the Company is given notice to the Existing Lender within 10 Business Days of receipt by the Company of the request unless it is expressly refused by the Company within that period) before it may make an for assignment or transfer in accordance with Clause 27.1 (Assignments and transfers by the Lendersfrom such Existing Lender) unless the is required for any assignment or transfer isby an Existing Lender unless such assignment or transfer is to: (i) to another Lender or an Affiliate of a Lender where such Affiliate is a Qualifying Bankany person identified on the Approved List; (ii) if the Existing Lender is a fund, to a fund which is a an Affiliate or Related Fund Entity of the that Existing Lender; (iii) to any bank another Lender in that Facility or financial institution on the Approved List which is a Qualifying Bankan Affiliate or Related Entity of another Lender in that Facility; or (iv) made at a time when an a Relevant Event of Default is continuing., (bA) In in the event a Lender enters into an case of any assignment or transfer without complying with the requirements of paragraph a Revolving Facility under paragraphs (ab)(i) to (iii) above, neither its Commitments and/or participations such person is a deposit taking financial institution which is authorised by a financial services regulator and holds a minimum rating equal to or better than BBB or Baa2 (but only as applicable) according to at least two of Moody’s, S&P and Fitch (B) the Company is notified at least 5 Business Days prior to the extent proposed date of such assignment or transfer; (C) such assignment or transfer complies with Clause ‎27.3 (Overriding restrictions on assignments, transfers and sub-participations); and (D) if the assignment or assignmenttransfer is in respect of an Incremental Facility, the restrictions (if any) nor those specified in the relevant Incremental Facility Notice establishing such Incremental Facility Commitments are complied with provided that an Incremental Facility Notice may specify that some or all of the restrictions in this Clause ‎27.2 shall not apply to the relevant transferee or assignee shall be included for the purpose of calculating whether a certain percentage of Total Commitments or Utilisations has been obtained to approve an amendment, waiver or similar under any of the Finance DocumentsIncremental Facility. (c) The Approved List may be amended with Agent shall promptly notify the prior written consent of the Agent (acting on the instruction of the Majority Lenders) and the Company. (d) For the avoidance of doubt, an amendment to the Approved List (including the removal of an institution from the Approved List), will be without prejudice to the effect Company of any assignment or transfer which is made in accordance with under this Clause 27 (Changes to the Lenders) prior to the date of such amendment‎27.2. (e) The amount of the Existing Lender’s Commitment assigned or transferred must be a minimum of USD 5,000,000 (or its equivalent in other currencies) unless the assignment or transfer is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; (iii) made at a time when an Event of Default is continuing; or (iv) of all of the relevant Existing Lender’s Commitment (and not part thereof). (f) For the purposes of paragraph (a) above: (i) in the case of concurrent assignments, releases and accessions by an Existing Lender to two or more Related Funds or Affiliates, the participations in respect of the Commitments and Utilisations of these Related Funds and Affiliates shall be aggregated; and (ii) if on the same date two or more Existing Lenders are assigning part of their rights under this Agreement to (and their corresponding obligations are being released and equivalent obligations acceded to by) the same person, then that person’s aggregate Commitments and Utilisations may be less than the relevant amount required pursuant to paragraph (b) above as a result of any single assignment, release and accession provided that as a result of all such assignments, releases and accessions on such date the aggregate Commitments of that person are not less than such amount. (g) 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 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 it to accede as a party to the Intercreditor Agreement; and (iii) 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. (h) 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 27.5 (Procedure for transfer) is complied with. (i) 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 the relevant Facility pro rata against the Existing Lender’s Available Commitment and its participations in Utilisations under that Facility. (j) if there is any Utilisation outstanding (other than in respect of an Ancillary Facility which has been provided by the Existing Lender) at the time of an assignment or transfer, such assignment or transfer of an Existing Lenders to a New Lender shall only be effective if the Existing Lender assigns or transfers (as appropriate) its share of the Facility pro rata to the Existing Lender’s Available Facility and its participation in such Utilisation to the New Lender. (k) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 17 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under the relevant 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 (k) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (l) Each New Lender, by executing the relevant Transfer Certificate 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.

Conditions of assignment or transfer. (a) An Prior to the Syndication Date, an assignment or transfer by an Original Lender shall comply with the requirements of the Syndication Side Letter. (b) Prior to the Syndication Date, the consent of the Arrangers is required for an assignment or transfer by a Lender, save that no such consent is required for an assignment or transfer by a Lender to any of its Affiliates or a Related Fund. (c) Subject to paragraph (d) below, after the Syndication Date, the Company must be consulted before an assignment or transfer by an Existing Lender must obtain the prior written but no consent of the Company (or any other Obligor shall be required for such consent not to be unreasonably withheld assignment or delayedtransfer, provided that the Company Existing Lender shall be deemed to have given its consent five (5) Business Days after notify the Company after such assignment or transfer is given notice completed. (d) Following the occurrence of the request unless it an Event of Default which is expressly refused by the Company within that period) before it may make continuing, an assignment or transfer in accordance by an Existing Lender may be made without prior consultation with Clause 27.1 (Assignments the Company and transfers by no consent of the Lenders) unless the Company or any other Obligor shall be required for such assignment or transfer. (e) Unless the Company and the Facility Agent otherwise agree and except as provided below, if an Existing Lender assigns or transfers all or any part of its share of the Facilities or of its rights and obligations under this Agreement to a person other than one of its Affiliates, another Lender or a Related Fund, such transfer isor assignment must be: (i) to another where the Existing Lender or an Affiliate of a Lender where such Affiliate is a Qualifying Bankbank, in a minimum amount of €5,000,000 or where the Existing Lender is another financial institution or fund, in a minimum amount of €1,000,000, or if it is a transfer or assignment of all of the Existing Lender's existing share in the Facilities, in an amount equal to such existing share; (ii) if in an amount such that each of the Existing Lender and the New Lender has, after the transfer, a share in the Facilities in a minimum amount of €10,000,000 (if it is a bank) or €2,500,000 (if it is another financial institution or fund) or, to a fund which if it is a Related Fund transfer or assignment of all of the Existing Lender; (iii) 's existing share in the Facilities, in an amount equal to any bank or financial institution on the Approved List which is a Qualifying Bank; or (iv) made at a time when an Event of Default is continuing. (b) In the event a Lender enters into an assignment or transfer without complying with the requirements of paragraph (a) above, neither its Commitments and/or participations (but only to the extent of such transfer or assignment) nor those of the relevant transferee or assignee shall be included for the purpose of calculating whether a certain percentage of Total Commitments or Utilisations has been obtained to approve an amendment, waiver or similar under any of the Finance Documents. (c) The Approved List may be amended with the prior written consent of the Agent (acting on the instruction of the Majority Lenders) and the Company. (d) For the avoidance of doubt, an amendment to the Approved List (including the removal of an institution from the Approved List), will be without prejudice to the effect of any assignment or transfer which is made in accordance with this Clause 27 (Changes to the Lenders) prior to the date of such amendment. (e) The amount of the Existing Lender’s Commitment assigned or transferred must be a minimum of USD 5,000,000 (or its equivalent in other currencies) unless the assignment or transfer is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; (iii) made at a time when an Event of Default is continuing; or (iv) of all of the relevant Existing Lender’s Commitment (and not part thereof)existing share. (f) For the purposes of paragraph (a) above: (i) in the case of concurrent assignments, releases and accessions by an Existing Lender to two or more Related Funds or Affiliates, the participations in respect of the Commitments and Utilisations of these Related Funds and Affiliates shall be aggregated; and (ii) if If on the same date two or more Existing Lenders are assigning transferring part of their rights under this Agreement share in the Facilities to (and their corresponding obligations are being released and equivalent obligations acceded to by) the same persontransferee or assignee, then that person’s aggregate Commitments and Utilisations the minimum amount so transferred by any Existing Lender to the transferee or assignee may be less than the relevant amount required pursuant to paragraph €5,000,000 (bif it is a bank) above as a result of any single assignment, release and accession provided that as a result of all such assignments, releases and accessions on such date or €1,000,000 (if it is another financial institution or fund) if the aggregate Commitments of amount transferred to that person are not less than such amounttransferee or assignee on that date is €5,000,000 or more (if that transferee or assignee is a bank) or €1,000,000 or more (if that transferee or assignee is another financial institution or fund). (g) No Lender may transfer or assign any of its rights, benefits or obligations under the Senior Finance Documents to, or enter into any participation arrangements with, any person to the extent it would violate any applicable US federal or state securities laws or regulations relating to Margin Stock. (h) An assignment will only be effective on: (i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of a Deed of Accession and 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 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 it to accede as a party to the Intercreditor Agreement; and (iii) 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. (h) 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 27.5 (Procedure for transfer) is complied with. (i) 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 the relevant Facility pro rata against the Existing Lender’s Available Commitment and its participations in Utilisations under that Facility. (j) if there is any Utilisation outstanding (other than in respect of an Ancillary Facility which has been provided by the Existing Lender) at the time of an assignment or transfer, such assignment or transfer of an Existing Lenders to a New Lender shall only be effective if the Existing Lender assigns or transfers (as appropriate) its share of the Facility pro rata to the Existing Lender’s Available Facility and its participation in such Utilisation to the New Lender. (k) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 17 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under the relevant 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 (k) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (l) Each New Lender, by executing the relevant Transfer Certificate 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.

Conditions of assignment or transfer. (a) An Existing Lender must obtain the prior written The consent of the Company (such consent not to be unreasonably withheld or delayed, provided that the Company shall be deemed to have given its consent five (5) Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that period) before it may make required for an assignment or transfer in accordance with Clause 27.1 (Assignments and transfers by the Lenders) an Existing Lender, unless the assignment or transfer is: (i) to another an Acceptable Bank; (ii) to a Lender or an Affiliate of a Lender where such Affiliate is a Qualifying Bank; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; (iii) to any bank or financial institution on the Approved List which is a Qualifying Bank; or (iviii) made at a time when an Event of Default is continuing. (b) In The consent of the event a Lender enters into Company to an assignment or transfer without complying with must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent five (5) Business Days after the requirements of paragraph (a) above, neither its Commitments and/or participations (but only to Existing Lender has requested it unless consent is expressly refused by the extent of such transfer or assignment) nor those of the relevant transferee or assignee shall be included for the purpose of calculating whether a certain percentage of Total Commitments or Utilisations has been obtained to approve an amendment, waiver or similar under any of the Finance DocumentsCompany within that time. (c) The Approved List may be amended with the prior written consent of the Agent (acting on Company to an assignment or transfer must not be withheld solely because the instruction of assignment or transfer may result in an increase to the Majority Lenders) and the CompanyMandatory Cost. (d) For the avoidance of doubt, an amendment to the Approved List (including the removal of an institution from the Approved List), will be without prejudice to the effect of any assignment or transfer which is made in accordance with this Clause 27 (Changes to the Lenders) prior to the date of such amendment. (e) The amount of the Existing Lender’s Commitment assigned or transferred must be a minimum of USD 5,000,000 (or its equivalent in other currencies) unless the assignment or transfer is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; (iii) made at a time when an Event of Default is continuing; or (iv) of all of the relevant Existing Lender’s Commitment (and not part thereof). (f) For the purposes of paragraph (a) above: (i) in the case of concurrent assignments, releases and accessions by an Existing Lender to two or more Related Funds or Affiliates, the participations in respect of the Commitments and Utilisations of these Related Funds and Affiliates shall be aggregated; and (ii) if on the same date two or more Existing Lenders are assigning part of their rights under this Agreement to (and their corresponding obligations are being released and equivalent obligations acceded to by) the same person, then that person’s aggregate Commitments and Utilisations may be less than the relevant amount required pursuant to paragraph (b) above as a result of any single assignment, release and accession provided that as a result of all such assignments, releases and accessions on such date the aggregate Commitments of that person are not less than such amount. (g) 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 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 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 it to accede as a party to the Intercreditor Agreement; and (iii) the 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; and (iii) receipt by the Facility Agent from the New Lender of a notarised power of attorney substantially in the form set out in Schedule 19 (Form of New Lender Spanish Power of Attorney) to enable the Security Agent to exercise any rights, discretions or powers or to grant any consents or releases under the Spanish Pledges. For the avoidance of doubt, all costs and expenses relating to the execution of the power of attorney in the form set out in Schedule 19 (Form of New Lender Spanish Power of Attorney) shall be borne by the entity granting such power of attorney. (he) 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 clause 27.5 (Procedure for transfer) is complied with. (i) 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 the relevant Facility pro rata against the Existing Lender’s Available Commitment and its participations in Utilisations under that Facility. (j) if there is any Utilisation outstanding (other than in respect of an Ancillary Facility which has been provided by the Existing Lender) at the time of an assignment or transfer, such assignment or transfer of an Existing Lenders to a New Lender shall only be effective if the Existing Lender assigns or transfers (as appropriate) its share of the Facility pro rata to the Existing Lender’s Available Facility and its participation in such Utilisation to the New Lender. (kf) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 17 clause 16 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under the relevant Clause 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 (kf) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the FacilityFacility or to the extent that the payment under clause 15 (Tax Gross Up and Indemnities) relates to a FATCA Deduction. (lg) Each New Lender, by executing the relevant Transfer Certificate 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.