Common use of ASSIGNMENTS AND TRANSFERS BY BANKS Clause in Contracts

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 all or any of its rights, benefits and obligations subject to the Principal Sponsor's consent, such consent not to be unreasonably withheld where the proposed assignee or transferee is (i) acting through an office or branch in the United Kingdom and is carrying on a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act 0000, xx (ii) another bank or financial institution to whom, at the time of such assignment or transfer payments may be made without deduction or withholding on account of United Kingdom taxes. 33.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.1, then, unless and until the assignee has agreed with the Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"); (iii) the Agent, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 31.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 31.3 all or any of its rights, benefits and obligations subject hereunder Provided that (i) no such assignment or transfer (other than (i) to an affiliate of such Bank having its Facility Office in a country in which another Bank has its Facility Office or (ii) to a Bank) may be made without the Principal Sponsor's consentprior written consent of the Borrower, such consent not to be unreasonably withheld where or delayed and to be deemed to have been given if a response to a request for such consent is not received from the proposed assignee or transferee is Borrower by such Bank within fifteen business days of such request (iincorporating such fifteen business days deadline) acting through an office or branch in the United Kingdom being made, and is carrying on a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act 0000, xx (ii) another bank no such transfer or financial institution to whomassignment may be made if the result thereof, at the time of such transfer or assignment or immediately thereafter would be that either Obligor would be liable to pay an additional amount or amounts pursuant to Clauses 11.1 or 13.1 which additional amount or amounts would not have been payable had no such transfer payments may be made without deduction or withholding on account of United Kingdom taxesassignment occurred unless the transferee or assignee accept responsibility to reimburse such Obligor for any additional amount or amounts. 33.2 31.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.131.1, then, unless and until the assignee has agreed with the Agent Agent, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent Agent, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 31.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.131.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, each of the Borrower Obligors and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 31.3 as "DISCHARGED RIGHTS AND OBLIGATIONSdischarged rights and obligations"); (ii) each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank; and (iii) the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer. 31.4 On the date upon which a transfer takes effect pursuant to Clause 31.3, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of $800, payable under pre-advice, and notwithstanding the provisions of Clause 31.3 such transfer shall not be effective until such transfer fee is received by the Agent.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 19.3.1 Any Bank may, may at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or time (after the First Drawdown Date (but not otherwise)) transfer in accordance with Clause 33.3 19.3.3 below all or any but not part only of its rights, benefits and obligations subject to the Principal Sponsor's consent, such consent not to be unreasonably withheld where the proposed assignee or transferee is (i) acting through an office or branch in the United Kingdom and is carrying on a bona fide banking business for the purposes of Section 349 under any of the Income and Corporation Taxes Act 0000, xx (ii) another bank or financial institution Financing Documents to whom, at the time of such assignment or transfer payments may be made without deduction or withholding on account of United Kingdom taxesany person. 33.2 19.3.2 If any Bank assigns all or any of its rights and benefits hereunder under any of the Financing Documents in accordance with Clause 33.119.3.1 above, then, unless and until the assignee has agreed with confirmed to the Agent and Agent, the other Banks and the Borrowers that it shall be under the same obligations towards each of them as it would have been under if it had been an original a party hereto as a Bank, the Agent and Agent, the other Banks and the Borrowers shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 19.3.3 If any Bank (the "Existing Bank") wishes to transfer all or any of its rightsCommitment or Participation in the Revolving Credit Facility to another bank, benefits and/or obligations hereunder as contemplated in Clause 33.1financial institution or other person or entity (the "Bank Transferee"), then such transfer may be effected by way of a novation by the delivery to to, and the execution by, the Agent of a duly completed and duly executed Transfer Certificate Certificate. 19.3.4 On the date specified in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the AgentCertificate: (i) to the extent that in such the Transfer Certificate the Existing Bank party thereto seeks to transfer its rights, benefits and obligations hereunderCommitment or Participation in the Revolving Credit Facility, the Borrower Borrowers and such the Existing Bank shall each be released from further obligations towards one another hereunder to each other under this Agreement and their respective rights against one another each other shall be cancelled (such rights, benefits rights and obligations being referred to in this Clause 33.3 19.3.4 as "DISCHARGED RIGHTS AND OBLIGATIONSDischarged Rights and Obligations"); (ii) the Borrowers and the Bank Transferee shall each assume obligations towards each other and/or acquire rights against each other which differ from the Discharged Rights and Obligations only insofar as the Borrowers and the Bank Transferee have assumed and/or acquired the same in place of the Borrowers and the Existing Bank; (iii) the Agent, such the Borrowers, the Bank Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between among themselves as they would have acquired and assumed had such the Bank Transferee been an original a party hereto hereunder as a Bank with the rights, benefits rights and/or the obligations acquired or assumed by it as a result of the transfer; and (iv) a proportion of the Existing Bank's rights under the Security, equal to the proportion of the Existing Bank's rights under this Agreement being transferred, shall automatically be transferred to the Bank Transferee. 19.3.5 The Agent will promptly complete Transfer Certificates on request by an Existing Bank and upon payment by such Existing Bank of a (pound)750 fee to the Agent. Each Borrower and each of the Banks hereby irrevocably authorise the Agent to execute any duly completed Transfer Certificate on its behalf provided that such authorisation does not extend to the execution of a Transfer Certificate on behalf of either the Existing Bank or the Bank Transferee named therein. 19.3.6 The Agent shall promptly notify the Parent of the receipt and execution on its behalf by the Agent of any Transfer Certificate. 19.3.7 The Borrowers shall be under no obligation to pay any greater amount under this Agreement following an assignment or transfer by a Bank of any of its rights or obligations pursuant to the foregoing provisions of this Clause 19 if such greater amount would not have been payable but for the assignment or transfer. 19.3.8 When a Bank assigns or transfers part of its rights and benefits hereunder it shall assign or transfer, as the case may be, the same percentage of its rights and benefits in relation to each Facility.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 34.1 Any Bank may, may at any time, time assign at its sole cost and expense all or any of its rights and benefits hereunder under the Facility Documents or assign and transfer in accordance with Clause 33.3 34.3 all or any of its rights, benefits and obligations to any Qualifying Bank with (subject to Clause 34.7) the Principal Sponsor's consent, prior written consent of the Borrower (such consent not to be unreasonably withheld where the proposed assignee or transferee is (i) acting through an office or branch in the United Kingdom and is carrying on a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act 0000, xx (ii) another bank or financial institution to whom, at the time of such assignment or transfer payments may be made without deduction or withholding on account of United Kingdom taxeswithheld). 33.2 34.2 If any Bank assigns all or any of its rights and benefits hereunder under the Facility Documents in accordance with Clause 33.134.1 (but otherwise than in accordance with Clause 34.3), then, unless and until the assignee has agreed with the Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto or thereto as a Bank, the Agent and the other Banks Beneficiaries shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party heretothereto. 33.3 34.3 If any Bank wishes to assign and transfer all or any of its rights, rights and benefits and/or obligations hereunder under any of the Facility Documents as contemplated in Clause 33.134.1, then such assignment and transfer may (subject to the proviso to Clause 34.1) be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth fourth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery execution of such Transfer Certificate to by the Agent: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer any of its rights, benefits and obligations hereunderhereunder and/or under or in respect of the other Facility Documents, the Borrower Borrower, IFCO Europe and such Bank shall be released from further obligations towards one another hereunder and/or under or in respect of the other Facility Documents to such extent and their respective rights against one another shall to that extent be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 as "DISCHARGED RIGHTS AND OBLIGATIONSdischarged rights and obligations"); (ii) to the extent that in such Transfer Certificate the Bank party thereto seeks to assign any of its rights and benefits hereunder and/or under or in respect of the other Facility Documents, they shall be so assigned and each of the Borrower and IFCO Europe agrees (subject to, in relation to the proposed transfer of the benefit of the Senior Subordinated Security Documents in such Transfer Certificate, compliance with relevant laws) that it is an effective assignment of such rights and benefits; (iii) each of the AgentBorrower, IFCO Europe and the Transferee party thereto shall assume obligations towards one another and/or acquire rights and benefits against one another which differ from such discharged rights and obligations only insofar as the Borrower, IFCO Europe and such Transferee have assumed and/or acquired the same in place of the Borrower, IFCO Europe and such Bank; and (iv) the other Banks Beneficiaries shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer. 34.4 On the date upon which a transfer takes effect pursuant to Clause 34.3, other than pursuant to the Syndication, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of DM3,000. 34.5 The Borrower shall from time to time at the request of the Agent promptly execute any accession agreement to any of the Senior Subordinated Security Documents and do any other act or thing or execute such further documents as directed by the Agent in connection with the transfer of rights and benefits under Clause 34.1. 34.6 Any transfer pursuant to Clause 34.3 of part of a Bank's Commitment shall be in a minimum amount of DM5,000,000. 34.7 Any consent required to be given by a party under Clause 34.1 shall be deemed to have been given unless such party shall have notified the requesting party to the contrary within five business days of the request for such consent.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 31.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 31.3 all or any of its rights, benefits and obligations to a person subject to the Principal Sponsor's consent, prior written consent of the Borrower and the Agent (such consent not to be unreasonably withheld where the proposed assignee or transferee delayed Provided that it is (i) acting through an office or branch understood that such consent may be withheld in the United Kingdom and is carrying on relation to a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act 0000, xx (ii) another bank or financial institution whose primary business is similar to whomor in direct competition with that of the Group or where the Borrower reasonably considers that the credit-worthiness of the transferee bank is substantially below that of the transferor bank). Unless the Borrower and the Agent agree otherwise, at the time any partial assignment, transfer or novation must be a minimum Commitment amount of such assignment or transfer payments may be made without deduction or withholding on account of United Kingdom taxespound sterling 5,000,000. 33.2 31.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.131.1, then, unless and until the assignee has agreed with the Agent Agent, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent Agent, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 31.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.131.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank and the other parties hereto at such time shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 31.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"); (iii) the Agent, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder under the Finance Documents in accordance with Clause 38.4 (Assignments by Banks) or transfer in accordance with Clause 33.3 38.5 (Transfers by Banks) all or any of its rights, benefits and obligations subject under the Finance Documents to the Principal Sponsor's consent, such consent not to be unreasonably withheld where the proposed assignee or transferee is (i) acting through an office or branch in the United Kingdom and is carrying on a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act 0000, xx (ii) another bank or financial institution to whom, at the time of such assignment or transfer payments may be made without deduction or withholding on account of United Kingdom taxes.provided that: 33.2 If any Bank assigns all or any of its rights and benefits hereunder (a) in accordance with Clause 33.1, then, unless and until the assignee has agreed with the Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, then such transfer may be effected by the delivery relation to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the AgentTranche A Facility: (i) such assignment or transfer will be in a minimum amount of EUR500,000; (ii) such assignment or transfer will not, as a consequence of laws or regulations in force at that time, result in any amount being required to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled prepaid under Clause 20 (such rights, benefits and obligations being referred to in this Clause 33.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"Illegality);; and (iii) the Agent, such Transferee and proposed assignee(s) or transferee(s) would not be entitled to receive any greater payment under Clause 17 (Taxes) or Clause 19 (Increased Costs) than the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they assigning or transferring Bank would have acquired and assumed had been entitled to receive as of such Transferee been an original party hereto as a Bank date under such Clauses with respect to the rights, benefits and/or obligations acquired assigned or assumed transferred (unless such assigning or transferring Bank has in respect of the rights and benefits to be assigned or rights, benefits and obligations to be transferred previously complied with a request made pursuant to Clause 21 (Mitigation); and (b) in relation to the Tranche B Facility: (i) such Bank shall comply with any transfer or substitution requirements applicable to a Performance Bond; (ii) no such assignment or transfer may be made without the consent of the Beneficiary; and (iii) such assignment or transfer will be a pro rata assignment or transfer of each Performance Bond issued by such Tranche B Bank and will be in a minimum amount of EUR3,000,000, and no Obligor shall be obliged to pay any amount hereunder which it would not have been obliged to pay as a result of such transferany assignment or transfer by any Bank which does not comply with the requirements of this Clause 38.3.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 35.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 35.3 all or any of its rights, benefits and obligations subject to the Principal Sponsor's Sponsors consent, such consent not to be unreasonably withheld where the proposed assignee or transferee is (i) acting through an office or branch in the United Kingdom and is carrying on a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act 0000, xx (ii) another bank or financial institution to whom, at the time of such assignment or transfer payments may be made without deduction or withholding on account of United Kingdom taxes. 33.2 35.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.135.1, then, unless and until the assignee has agreed with the Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 35.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.135.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"); (iii) the Agent, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer.