Transfers by Banks. Any Bank (the “Transferor Bank”) may at any time cause all or any part of its rights, benefits and/or obligations under this Agreement and the Security Documents to be transferred to any other bank or financial institution (a “Transferee Bank”) by delivering to the Agent a Transfer Certificate duly completed and duly executed by the Transferor Bank and the Transferee Bank. No such transfer is binding on, or effective in relation to, the Borrowers or the Agent unless (i) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3 and is signed by or on behalf of the Transferor Bank, the Transferee Bank and the Agent (on behalf of itself, the Borrowers and the other Creditors) and (ii) such transfer of rights under the other Security Documents has been effected and registered. Upon signature of any such Transfer Certificate by the Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer Certificate:
15.3.1 a Transfer Certificate may be in respect of a Bank’s rights in respect of all, or part of, its Commitment and shall be in respect of the same proportion of its Contribution;
15.3.2 a Transfer Certificate shall only be in respect of rights and obligations of the Transferor Bank in its capacity as a Bank and shall not transfer its rights and obligations as the Agent, or in any other capacity, as the case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement;
15.3.3 a Transfer Certificate shall take effect in accordance with English law as follows:
(a) to the extent specified in the Transfer Certificate, the Transferor Bank’s payment rights and all its other rights (other than those referred to in clause 15.3.2 above) under this Agreement are assigned to the Transferee Bank absolutely, free of any defects in the Transferor Bank’s title and of any rights or equities which the Borrowers had against the Transferor Bank;
(b) the Transferor Bank’s Commitment is discharged to the extent specified in the Transfer Certificate;
(c) the Transferee Bank becomes a Bank with a Contribution and/or a Commitment of the amounts specified in the Transfer Certificate;
(d) the Transfe...
Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee 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:
31.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one another
31.5.2 the Parent, the CWC Parent, NTL CC and 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 the Parent, the CWC Parent, NTL CC, the Obligors and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors and such Bank;
31.5.3 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 and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and
31.5.4 such Transferee shall become a party hereto as a "BANK".
Transfers by Banks. (a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below at any time assign, transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to another bank or financial institution (the "NEW BANK"). The prior consent of the Borrower is required for any such assignment, transfer or novation, unless:
(i) the New Bank is another Bank or an Affiliate of a Bank; or
(ii) a Default has occurred, is continuing and has not been waived. However, the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refused.
(b) A transfer of obligations will be effective only if either:
(i) the obligations are novated in accordance with Clause 27.3 (Procedure for novations);
(ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the Borrower. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank;
(iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest);
(iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects.
(c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation.
(d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000.
(e) An Existing Bank is not responsible to a New Bank for:
(i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;
(ii) the collectability of amounts payable under any Finance Document; or
(iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document.
(f) Each New Bank confirms to the Existing Bank and the o...
Transfers by Banks. If a Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 26.2 (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected by the delivery to the Agent and the Borrower 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) the date of delivery of such Transfer Certificate to the Agent:
(i) to the extent that in such Transfer Certificate such Bank seeks to transfer its rights 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 and obligations being referred to in this Clause 26.4 as "DISCHARGED RIGHTS AND OBLIGATIONS"); and
(ii) the Borrower 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 the Borrower and such Transferee have assumed and/or acquired the same in place of the Borrower and such Bank;
Transfers by Banks. (a) A Bank (the Existing Bank) may at any time assign, transfer or novate any of its Commitment and/or rights and/or obligations under this Agreement to another bank or financial institution (the New Bank). The prior consent of the Company is required for any such assignment, transfer or novation, unless the New Bank is another Bank or an Affiliate of a Bank. However, the prior consent of the Company must not be unreasonably withheld or delayed.
(b) A transfer of obligations will be effective only if either:
(i) the obligations are novated in accordance with Clause 28.3 (Procedure for novations); or
(ii) the New Bank confirms to the Agent and the Company that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank.
(c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation.
(d) On each occasion an Existing Bank assigns, transfers or novates any of its Commitment and/or rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of £1,000.
(e) An Existing Bank is not responsible to a New Bank for:
(i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;
(ii) the collectability of amounts payable under any Finance Document; or
(iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document.
(f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it:
(i) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force.
(g) Nothing in any Finance Document obliges an Existing Bank to:
(i) accept a re-transf...
Transfers by Banks. (a) A Bank (the "Existing Bank") may at any time assign, transfer or novate any of its rights and/or obligations under this Agreement, but only to another bank or institution which is a Qualifying Bank and a U.S. Qualifying Bank (the "New Bank"), and only with the prior written consent of the Parent (such consent not to be unreasonably withheld or delayed), unless the New Bank is another Bank or an Affiliate of a Bank in which case no such consent is required. Any such assignment, transfer or novation must be in a minimum aggregate amount of euro 25,000,000 (unless to an Affiliate or the Agent and the Parent agree otherwise) and, except in the case of an assignment, transfer or novation to an Affiliate, must be pro rata between Tranches A and B. In the case of an assignment, transfer or novation by a Swingline Bank, a portion of that Swingline Bank's Swingline Commitment must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Bank's Swingline Commitment does not exceed its Tranche B Commitment after the assignment, transfer or novation.
(b) A Bank may at any time sub-participate any of its rights and/or obligations under this Agreement but only with the prior written consent of the Parent (such consent not to be unreasonably withheld or delayed), unless the sub-participant is another Bank or an Affiliate of a Bank in which case no consent is required.
(c) The consent of the Parent will be deemed to be given under paragraph (a) or, as the case may be, (b) above if:
(i) the Existing Bank has given notice to the Parent addressed to the Treasurer and the Finance Director requesting such consent (which expressly states that the consent of the Parent is required under this Clause 28.2, specifies the full name of the New Bank and amount of the proposed transaction and states that consent will be deemed to have been given if no response is given by the Parent within the period specified in this paragraph (c)) and the Parent has not responded within 10 days; and (ii) after expiry of that 10 day period the Existing Bank has given a further notice to the Parent addressed in the same way and in similar terms (referring to the earlier notice) and the Parent has not responded within a further five London Business Days (being business days when banks in London are open for business generally in the London interbank market). -------------------------------------------------------------------------------- -------------...
Transfers by Banks. (a) A Bank (the ("EXISTING BANK") may at any time assign, transfer or novate any of its rights and/or obligations under this Agreement and/or its Commitment to another bank or financial institution (the "NEW BANK") which is a Qualifying Lender and which complies with its obligations under Clause 11.3 (US tax forms) and Clause 11.4 (Other tax forms). If an Existing Bank transfers, assigns or novates its rights and obligations in respect of less than all its Commitment, the portion to which such transfer, assignment or novation relates must be equal to or greater than US$10,000,000. The prior consent of the Company is required for any such assignment, transfer or novation, unless:
(i) the New Bank is another Bank or an Affiliate of a Bank; or
(ii) an Event of Default is outstanding. However, the prior consent of the Company must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Company of an application for consent, it has not been expressly refused.
(b) A transfer of obligations will be effective only if either:
(i) the obligations are novated in accordance with Clause 26.3 (Procedure for novations); or
(ii) the New Bank confirms to the Agent and the Company that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank.
(c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation.
Transfers by Banks any Lender (the “Transferor Lender”) may at any time, without the consent of, or consultation with, but after giving 30-day notice to, the Borrower and/or the Corporate Guarantor (other than in the circumstances referred to in Clause 15.9, in respect of which the terms of Clause 15.9 shall apply), cause all or any part of its rights, benefits and/or obligations under this Agreement and the other Security Documents to be transferred to (i) another Lender, (ii) another branch, subsidiary or affiliate of, or company controlled by, a Lender, (iii) another first class international bank or financial institution, insurer, social security fund, pension fund, capital investment company, financial intermediary or special purpose vehicle associated to any of them, (iv) a trust corporation, fund or other person which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and which is advised by or the assets of which are managed or serviced by a Lender (in each case a “Transferee Lender”) in each case by delivering to the Agent a Transfer Certificate duly completed and duly executed by the Transferor Lender and the Transferee Lender. No such transfer is binding on, or effective in relation to, the Borrower or the Agent unless (i) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3 and is signed by or on behalf of the Transferor Lender, the Transferee Lender and the Agent (on behalf of itself, the Borrower and the other Banks) and (ii) such transfer of rights under the other Security Documents has been effected and registered. Upon signature of any such Transfer Certificate by the Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer Certificate:
15.3.1 a Transfer Certificate may be in respect of a Lender’s rights in respect of all, or part of, its Commitment and shall be in respect of the same proportion of its Contribution;
15.3.2 a Transfer Certificate shall only be in respect of rights and obligations of the Transferor Lender in its capacity as a Lender and shall not transfer its rights and obligations (if applicable) as the Agent and/or the Agent and/or ...
Transfers by Banks. (a) A Bank (the Existing Bank) may, subject to paragraph (b) below, at any time assign, transfer or novate any part of its Commitment and/or any of its rights and/or obligations under the Finance Documents to either:
(i) another bank or financial institution; or
(ii) to a limited liability company, provided that:
(A) and, for so long as, such company’s entire share capital is owned by banks and financial institutions;
(B) such company has been established for the sole purpose of owning power generation assets in the United Kingdom; and
(C) all other existing Banks also transfer their rights and/or obligations under the Finance Documents and the Share Subscription Agreement to such company, (the New Bank), in each case which is a Qualifying Bank.
(b) Any assignment, transfer or novation pursuant to Clause 25.2(a) shall:
(i) if of part of a Commitment only, be in a minimum amount of at least £5,000,000; and
(ii) require the prior written consent of the Borrower unless (A) the New Bank is another Bank or an Affiliate of a Bank; or (B) the New Bank is an OECD Bank. However, the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within five days of receipt by the Borrower of an application for consent, it has not been expressly refused.
(c) The Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The Agent must promptly notify the Existing Bank and the New Bank if there are any such requirements.
(d) A transfer of obligations will be effective only if either:
(i) the obligations are novated in accordance with Clause 25.3 (Procedure for novations); or
(ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank.
(e) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation.
(f) On each occasion an Existing Bank assigns, transfers or novates any of its Commitment and/or any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Age...
Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 38.3 (Assignments and Transfers by Banks), then such transfer shall be effected by the delivery to the Facility Agent and the Security Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee 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 Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Facility Agent:
(a) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 38.5 as "discharged rights and obligations");
(b) 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;
(c) the Facility Agent, the Security 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 and to that extent the Facility Agent, the Security Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and
(d) such Transferee shall become a party hereto as a "Bank".
