Transfer by Lender. In addition to its rights under clause 24.3 and subject to clause 24.10, each Lender may at any time at no cost to the Borrower and the other Lender, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and, in any event, such consent or refusal to be granted or refused within ten days of the proposed transfer) transfer in accordance with this clause 24.5 to any one or more entities acting through a UK Lending Office all or any of its rights, benefits and obligations hereunder, in which case such transfer may be effected by the delivery to the relevant Lender of a duly completed and duly executed Transfer Certificate and payment of a fee of (pound)500 by the proposed transferee whereupon: (a) to the extent that in such Transfer Certificate the relevant Lender seeks to transfer its rights, benefits and/or its obligations hereunder as a Lender, the Borrower, the relevant Lender and the other Lender(s) shall each be released from further obligations to the other hereunder and their respective rights and benefits against each other hereunder shall be cancelled (such rights, benefits and obligations being referred to in this clause as "discharged rights and obligations"); (b) the Borrower, the remaining Lender(s) and the transferee party thereto shall each assume obligations towards and/or acquire rights and benefits from each other hereunder which differ from such discharged rights and obligations only insofar as the Borrower and such transferee have assumed and/or acquired the same in place of the Borrower and the transfering Lender; and (c) such transferee shall become a party hereto as a Lender.
Appears in 2 contracts
Sources: Commercial Subordinated Loan Agreement (Macquarie Infrastructure CO Trust), Commercial Subordinated Loan Agreement (Macquarie Infrastructure Assets Trust)
Transfer by Lender. In addition to (1) The Lender may assign all or any part of its rights under clause 24.3 this Agreement without the consent of any party. If, as part of the same transaction, the Lender wishes to transfer all or part of its obligations under this Agreement, the Borrower consents to such transfer and subject the transfer shall become effective when the Borrower has been notified of it by the Lender and has received an undertaking (in a form satisfactory to clause 24.10, each the Lender) of the transferee (the “Transferee”) to be bound by this Agreement and to perform the obligations transferred to it. Any costs incurred by the Lender may at any time at no cost or the Transferee in connection with the preparation of that undertaking shall be borne by the Lender.
(2) On the transfer date specified in the notice of the transfer from the Lender to the Borrower:-
(a) the Borrower and the other Lender (hereinafter referred to in this Clause 20(C)(2) as the "Present Lender, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and, in any event, such consent or refusal to be granted or refused within ten days of the proposed transfer) transfer in accordance with this clause 24.5 to any one or more entities acting through a UK Lending Office all or any of its rights, benefits and obligations hereunder, in which case such transfer may be effected by the delivery to the relevant Lender of a duly completed and duly executed Transfer Certificate and payment of a fee of (pound)500 by the proposed transferee whereupon:
(a) to the extent that in such Transfer Certificate the relevant Lender seeks to transfer its rights, benefits and/or its obligations hereunder as a Lender, the Borrower, the relevant Lender and the other Lender(s") shall each be released from further obligations to the other hereunder and their respective rights and benefits against each other hereunder shall be extinguished and cancelled (such rights, benefits rights and obligations being hereinafter referred to in this clause Clause 20(C)(2) as "discharged rights “Discharged Rights and obligations"Obligations”);; and
(b) the Borrower, the remaining Lender(s) Borrower and the transferee party thereto Transferee shall each assume obligations towards each other and/or acquire rights and benefits from against each other hereunder which differ from such discharged rights the Discharged Rights and obligations Obligations only insofar in so far as the Borrower and such transferee Transferee have assumed and/or acquired the same in place of the Borrower and the transfering Present Lender; and.
(c3) In the event of any partial assignment and/or transfer that results in any additional lender or lenders, any reference to the term "Lender" shall also extend to such transferee shall become a party hereto as a Lenderlender or lenders.
Appears in 1 contract
Sources: Term Loan Facility Agreement (Trio Tech International)