Common use of Transfers by Banks Clause in Contracts

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".

Transfers by Banks. If 28.3.1 A Bank may, at any time, assign, transfer or novate all or any of its rights and obligations under the Finance Documents to a New Bank. However, no Bank wishes may assign, transfer or novate all or any of its rights and obligations under the Finance Documents to a New Bank which is not a Qualifying Bank on the date such assignment, transfer or novation takes effect. 28.3.2 The benefit of each Finance Document will be maintained in favour of the beneficiary of any such assignment, transfer or novation, and the Agent will be the agent for each such beneficiary in accordance with the terms of the Finance Documents. 28.3.3 A Bank may transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 38.3 (Assignments and Transfers to a New Bank by Banks), then such transfer shall be effected way of novation by the delivery delivering to the Facility Agent and the Security Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee New Bank in which event, on the later of the Transfer Date 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 specified in such Transfer Certificate Certificate: (i) the Bank party thereto seeks to transfer by novation its rightstransferring Bank’s rights against, benefits and further obligations under the Finance Documentstowards, each of the Obligors and such Bank shall be released from the other Finance Parties respectively; and (ii) the Obligors’ and the other Finance Parties’ respective rights against, and further obligations towards one another towards, the transferring Bank, in each case, under the Finance Documents and their respective rights against one another shall will be cancelled and released (such rights and obligations being referred to in this Clause 38.5 as "28.3.3, the “discharged rights and obligations"”); (b) each of the Obligors and the Transferee party thereto shall other Finance Parties will respectively assume rights and obligations towards one another and/or acquire the New Bank which is party to such Transfer Certificate, and such New Bank will assume rights against one another which and obligations towards the Obligors and the other Finance Parties respectively, which, in each case, differ from such the discharged rights and obligations only insofar as such Obligor the discharge rights and such Transferee have obligations are assumed and/or acquired by or in respect of the same New Bank in place of such Obligor and such the transferring Bank;; and (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 New Bank will become party hereto as a Bank with to those Finance Documents to which the rights, benefits and/or obligations acquired or assumed by it as transferring Bank was 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"party.

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 30.3 (Assignments and Transfers by Banks), then such transfer shall may be effected at its own cost and expense (but without prejudice to sub-clause 30.3.1 of Clause 30.3 (Assignments and Transfers by Banks)) 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 together with an Accession Undertaking duly executed on behalf of the 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 and Accession Undertaking to the Facility Agent: (a) 30.5.1 the Facility Agent and the Security Trustee shall countersign such Accession Undertaking; 30.5.2 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 Borrower 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 30.5 as "“discharged rights and obligations"”); (b) each of 30.5.3 the Obligors 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 such Obligor the Borrower and such Transferee have assumed and/or acquired the same in place of such Obligor the Borrower and such Bank; (c) 30.5.4 the Facility Agent, the Security AgentOriginal Mandated Lead Arrangers, the ArrangersSecurity Trustee, 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 AgentOriginal Mandated Lead Arrangers, the Arrangers Security Trustee and the relevant Bank shall each be released from further obligations to each other hereunder (and, for the avoidance of doubt, such Transferee shall be liable to the Facility Agent in respect of any of the accrued and undischarged obligations of the transferring Bank under the Finance DocumentsClause 29.5 (Indemnification)); and (d) 30.5.5 such Transferee shall become a party hereto as a "“Bank"”.

Transfers by Banks. If (a) A Bank (the "EXISTING BANK") may at any Bank wishes to time assign, transfer all or novate any of its rights, benefits Commitment and/or rights and/or obligations in whole or in part under this Agreement to a Qualifying Bank (the Finance Documents as contemplated in Clause 38.3 (Assignments "NEW BANK"). The prior consent of the Company is required for any such assignment, transfer or novation, unless an Event of Default is outstanding or 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 and Transfers by Banks)will be deemed to have been given if, then such transfer shall be effected within 10 Business Days of receipt by the delivery 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 27.3 (Procedure for novations); or (ii) the New Bank confirms to the Facility Agent and the Security Agent of a duly completed Transfer Certificate executed Company that it undertakes to be bound by such Bank and the relevant Transferee in which event, on the later terms of the Transfer Date specified Finance Documents as a Bank in such Transfer Certificate form 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 substance satisfactory to the Facility Agent: (a) . On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under the Finance Documents to the extent that they are transferred to the New Bank. (c) Nothing in such Transfer Certificate this Agreement restricts the ability of a Bank party thereto seeks 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 Facility 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 other Finance Parties that it:- (i) has made its own independent investigation and assessment of the financial condition and affairs of the Company and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by novation the Existing Bank in connection with any Finance Document; and (ii) will continue to make its rightsown independent appraisal of the creditworthiness of the Company 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-transfer from a New Bank of any of the rights and/or obligations assigned, benefits and transferred or novated under this Clause 27; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Company of its 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 or otherwise. (such rights and obligations being referred to h) Any reference 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 Agreement to a Bank with the rightsincludes a New Bank, benefits and/or obligations acquired but excludes a Bank if no amount is or assumed may be owed to or by it as a result of such transfer that Bank under this Agreement and its Commitment has been cancelled or reduced 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"nil.