Debt Transfer Clause Samples
A Debt Transfer clause allows one party to transfer its obligations or rights under a debt agreement to another party. In practice, this means that a lender or borrower can assign their position in a loan to a third party, often subject to the consent of the other original party or meeting certain conditions. This clause facilitates flexibility in financial arrangements, enabling parties to manage risk, liquidity, or investment portfolios more effectively by allowing the movement of debt positions between entities.
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Debt Transfer. If the Borrower assigns or transfers its debt (in whole or in part) under the Loan Agreement to another person under the terms and conditions provided for in the Loan Agreement or transfers the Borrower’s obligations under the Loan Agreement to another person through a universal succession, the Guarantor hereby expresses its consent to such assignment or transfer of the debt and agrees to be jointly liable with the new borrower in the amount of the Secured Obligations.
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 purp...