Common use of Transfer by Banks Clause in Contracts

Transfer by Banks. Subject to Clause 31.5, a Bank may at any time at no cost to the Borrower transfer in accordance with this Clause 31 to any one or more banks or other lending institutions all or any of its rights, benefits and obligations hereunder, in which case such transfer shall be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate and payment of a fee of (pound)1,500 by the Transferee to the Agent whereupon: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and/or its obligations hereunder as a Bank, the Borrower and such Bank 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"); (ii) the Borrower 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 such Bank; (iii) each of the Finance Parties other than the transferring Bank shall acquire the same rights and assume the same obligations between themselves hereunder as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights and/or the obligations acquired or assumed by it as a result of such transfer; and (iv) such Transferee shall become a party thereto as a "BANK".

Transfer by Banks. Subject If any Bank wishes to Clause 31.5, a Bank may at any time at no cost to the Borrower transfer in accordance with this Clause 31 to any one or more banks or other lending institutions all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 25.1 (Assignments and obligations hereunderTransfers by Banks), in which case then such transfer shall may be effected by the delivery to and signature by the Facility Agent on behalf of the Borrower (and the Borrower hereby irrevocably appoints the Facility Agent as its facility agent for the purposes of such delivery and signature of any Transfer Certificate) of a duly completed and duly executed Transfer Certificate and payment of a fee of (pound)1,500 in which event it is hereby irrevocably agreed by the Transferee Borrower in advance that, 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 Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to and signature by the Facility Agent whereupon:on behalf of the Borrower (which signature the Facility Agent agrees to complete promptly upon receipt of the relevant Transfer Certificate in accordance with this Clause 25): (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and/or its and obligations hereunder as a Bankhereunder, the Borrower and such Bank shall each be released from further obligations to the other towards one another hereunder and their respective rights and benefits against each other hereunder one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 25.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"); (ii) the Borrower and the Transferee party thereto shall each assume obligations towards one another and/or acquire rights and benefits from each other hereunder against one another 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 such Bank; (iii) each of the Finance Parties Facility Agent, the Arranger, such Transferee and the other than the transferring Bank Banks shall acquire the same rights and benefits and assume the same obligations between themselves hereunder as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights rights, benefits and/or the obligations acquired or assumed by it as a result of such transfer; and (iv) such Transferee shall become a party thereto hereto as a "BANK"Bank" and will also be deemed to have appointed the Facility Agent as its agent in accordance with the terms of this Agreement. Receipt of a Transfer Certificate by the Facility Agent shall also constitute notice to the Borrower as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the Facility Agent to receive each such notice on its behalf and irrevocably agrees that each such notice to be given to such party may be given to the Facility Agent as representative of such party.

Transfer by Banks. Subject The Banks hereby agree that if a financial institution or financial institutions selected by Borrowers agree to Clause 31.5purchase the Total Loan Commitment, the Notes and all Loans evidenced thereby, the Banks, subject to the provisions of Section 11.03(c) will transfer and assign their respective remaining Loan Commitments, Notes and Loans and direct the Agent, the Collateral Agent and the Special Agent to transfer and assign their respective interest in the Liens and Security securing the same to such financial institution or financial institutions selected by Borrowers for an amount equal to the outstanding principal amount of such Loans being transferred and assigned plus accrued interest thereon plus fees and expenses, if any, and any other amounts owing by the relevant Borrower or Borrowers hereunder or under any of the other Credit Documents to which such Borrower is, or such Borrowers, are a party, including a pro rata portion of the expenses and fees, if any, then due and owing hereunder by all Borrowers; provided, however, that such transfer and assignment shall be without recourse to the transferors, except to the extent, if any, expressly set forth in the transfer documents evidencing such transfer and assignment. Notwithstanding the foregoing, the Banks shall not be obligated to transfer or assign their respective remaining Loan Commitment, Notes or Loans, unless (i) the Agent, the Collateral Agent and the Banks shall have received, at no cost to them, a Bank favorable opinion of counsel reasonably acceptable to them that such transfer or assignment is not in violation of the Securities Act of 1933, as amended, or any rule or regulation promulgated thereunder, any applicable state law, including without limitation, state securities laws, or any rule or regulation promulgated thereunder, or any Canadian laws, including without limitation Canadian securities law, or any rule or regulation promulgated thereunder; (ii) each Borrower agrees to indemnify and release the Agent, the Collateral Agent, and the Banks, (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), from and against any and all liabilities, claims, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements or any kind whatsoever except to the extent of the Bank's obligations, if any, under the Transfer Documents which may at any time (including, without limitation, at no cost to any time following the Borrower transfer in accordance with this Clause 31 to any one payment of the Notes or more banks Loans) be imposed on, incurred by or other lending institutions all or asserted against any of its rightsthem as a result of or arising out of such Loans, benefits Loan Commitments, transfers or assignments, (the Agent, the Collateral Agent, and obligations hereunder, any of the Banks shall in which case such transfer all cases be fully justified in failing or refusing to act hereunder unless they shall be effected so indemnified to their reasonable satisfaction by the delivery to the Agent of a duly completed and duly executed Transfer Certificate and payment of a fee of (pound)1,500 by the Transferee to the Agent whereupon: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and/or its obligations hereunder as a Bank, the Borrower and such Bank 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"Borrowers); (ii) the Borrower 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 such Bank; ; (iii) each transferee or assignee represents and warrants to the Agent, the Collateral Agent and the Banks that independently and without reliance upon them, the transferee or assignee, to the extent it deems appropriate, has made (a) its own independent investigation of the Finance Parties other than financial condition and affairs of the transferring Bank shall acquire the same rights General Partner and assume the same obligations between themselves hereunder as they would have acquired and assumed had such Transferee been an original party hereto as a Bank each Borrower in connection with the rights and/or assignment or transfer hereunder and the obligations acquired taking or assumed by it as a result not taking of such transferany action in connection herewith and (b) its own appraisal of the creditworthiness of the General Partner and of each Borrower; and (iv) each of the Banks, the Agent, and the Collateral Agent (except to the extent the functions of any such Transferee Person shall become a party thereto not in the sole discretion of the Assignee or transferee or the Borrowers be necessary or appropriate after such transfer or assignment), shall have been replaced (unless it shall otherwise have expressly agreed in writing), irrespective of the restrictions and limitations contained in Section 10.09 of this Agreement; (v) the General Partner, each Borrower and each assignee or transferee agrees that neither the Agent nor the Collateral Agent, any Bank nor any of their directors, officers, employees or agents shall be liable to any General Partner, any Borrower, transferee or assignee for any action taken or omitted to be taken by them under this Agreement or any other Credit Document, or in connection therewith, nor responsible for any recitals or warranties therein (except those set forth in the Transfer Documents, if any), nor for the due execution (except by the Agent or the Banks, as a "BANK".applicable) nor the effectiveness, enforceability or validity of this Agreement or any other Credit Document, nor for the creation, perfection or priority of any Lien purported to be created by any of the Credit Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, nor to make any inquiry respecting the performance by any of the Borrowers of their respective obligations under this Agreement or any other Credit Document; and (vi) each of the Banks agrees that the instruments and documents effectuating such transfer or assignment pursuant to this Section