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Direct Agreement Vs Assignment

Posted By on April 9, 2021 in Uncategorized | 0 comments

Lenders involved in project financing carefully review the allocated agreements on which the funding is based to ensure that the inputs, outputs and services on which the revenue forecasts are based are consistent with the actual documentation. None of these vigilance obligations matter if the contracts could be amended without the lender`s consent. In particular, the UCC provides that these changes, made by the borrower and the counterparty of the transferred agreement, are binding on the lender, unless these changes relate exclusively to the right already fully acquired by the benefit and these payment changes are made after the correct notification of the assignment2. This is particularly the case for concession contracts in which the project company obtains the concession before the lenders make a strong commitment. Funding often follows the award of the concession and lenders may require changes to the risk allocation in the concession contract in order to make the project bankable. In addition to the agreement of the counterparty who does not have the right to terminate if it has the right to do so in accordance with the project document, it will also accept that the intervention process may be initiated by lenders who respond to a notification of failure of the project company under the facility agreement, since the guarantee or acceleration of the loan is assured. Sellers are generally willing to allow buyers to direct the property to close. As the buyer executes the supporting documents, the seller can sue the buyer in case of a problem. If a seller refuses access, the property could be registered directly in the buyer`s name and the buyer could then transfer the property to the purchaser. Depending on the relationship between the purchaser and the purchaser, however, this could lead to a double tax on land transfers.

There is some discussion as to whether a buyer can unilaterally transfer a purchase and sale agreement. Lenders are often reluctant to allow misappropriation of agreements, particularly when the lender withdraws a mortgage or when the buyer has granted significant compensation or commitments. In these cases, sellers want to ensure that a buyer is able to keep his promises and therefore want to have some control over the buyer. If the purchase and sale contract on the right to surrender the contract is silent, the buyer can generally give up the “benefits” without consent, but not like any other contract. Lenders receiving project financing must also have the right to remedy any defaults resulting from the assigned agreement, in order to avoid termination and to obtain cash flows generated directly or indirectly under the agreement. As a result, lenders generally require payment decisions and healing fees. While some counterparties are not satisfied with the positive obligation to notify the lender of a default, most will agree that the period during which the lender must exercise healing rights should only begin until the lender has been informed of the applicable default. To intervene, it is indicated, during the specified period, that the lenders have assigned a representative for the infringement and the management of the project document.