Common use of Transfers by Banks Clause in Contracts

Transfers by Banks. (a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below, at any time assign, transfer or novate in whole or in part any of its Commitment and/or any of its rights and/or obligations under this Agreement to another bank or financial institution (the "NEW BANK"). (i) A transfer of part of a Commitment must be in a minimum amount of at least (pound)5,000,000 and must not result in the transferring Bank having a commitment after the transfer of less than (pound)5,000,000; and (ii) 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 and will be deemed to have been given if, within five Business Days of receipt by the Company of an application for consent, it has not been expressly refused. (c) 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 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. (d) 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. (e) 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 Agent for its own account a fee of (pound)750. (f) 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. (g) 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. (h) 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, transferred or novated under this Clause; or

Transfers by Banks. (a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below, at any time assign, transfer or novate in whole or in part any of its Commitment and/or any of its rights and/or obligations under this Agreement to another bank or financial institution (the "NEW BANK"). (i) A transfer of part of a Commitment must be in a minimum amount of at least (pound)5,000,000 and must not result in the transferring Bank having a commitment after the transfer of less than (pound)5,000,000; andCHF10,000,000; (ii) except where an Event of Default has occurred which is continuing and which has been notified as a default to the Borrower's Agent, the prior consent of the Company Borrowers' Agent is required for any such assignment, transfer or novation, unless, unless the New Bank is another Bank or an Affiliate of a Bank. However, the prior consent of the Company Borrowers' Agent must not be unreasonably withheld or delayed and will be deemed to have been given if, within five Business Days days of receipt by the Company Borrowers' Agent of an application for consent, it has not been expressly refused; and (iii) the assignment, transfer or novation is to an Approved Bank. (c) A transfer of obligations will be effective only if either:either:- (i) the obligations are novated in accordance with Clause 27.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company Obligor 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. (d) 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. (e) 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 Agent for its own account a fee of (pound)750CHF1500. (f) An Existing Bank is not responsible to a New Bank for: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. (g) Each New Bank confirms to the Existing Bank and the other Finance Parties that it:it:- (i) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor Borrower 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 Borrower and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force. (h) Nothing in any Finance Document obliges an Existing Bank to:to:- (i) accept a re-transfer from a New Bank of any of the Commitment and/or rights and/or obligations assigned, transferred or novated under this Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Borrower of its obligations under the Finance Documents or otherwise. (i) Any reference in this Agreement to a Bank includes a New Bank but excludes a Bank if no amount is or may be owed to or by it under this Agreement and its Commitment has been cancelled or reduced to nil. (j) If: (i) a Bank assigns or transfer or novates any of its rights or obligations under the Finance Documents; and (ii) as a result of circumstances existing at the date of the assignment, transfer, novation or change, an Obligor would be obliged to make a payment to the New Bank or Bank acting through its new Facility Office under Clause 11 (Taxes) or Clause 13 (Increased Costs), then the New Bank is only entitled to receive payment under those clauses to the same extent as the Existing Bank at the date of such assignment or transfer would have been if the assignment, transfer, novation or change had not occurred.

Transfers by Banks. (a) 26.2.1 A Bank (the "EXISTING BANKExisting Bank") may, subject to paragraph (b) below, may at any time assign, transfer transfer, novate or novate in whole or in part any of its Commitment and/or sub-participate any of its rights and/or obligations under this Agreement to another bank or financial institution person (the "NEW BANKNew Bank").) provided that: (iA) A transfer the Parent shall have given its prior written consent to such assignment, transfer, novation or sub-participation (such consent not to be unreasonably withheld or delayed, having regard (without limitation) to the relative credit rating of part the New Bank and the other Banks), except that such consent shall not be required if an Event of Default is outstanding or where the New Bank is an Existing Bank or is an Affiliate of the Existing Bank or any other Bank; and (B) in the case of a Commitment must be in partial assignment, transfer or novation of rights and/or obligations, a minimum amount of at least US$5,000,000 (pound)5,000,000 and must not result in the transferring Bank having a commitment after the transfer of less than (pound)5,000,000; and (ii) the prior consent of the Company is required for any such assignment, transfer or novation, unless, the New Bank is another Bank or unless to an Affiliate of a Bank. Howeverthe Existing Bank or the Agent agrees otherwise) must be assigned, the prior consent of the Company must not be unreasonably withheld transferred or delayed and will be deemed to have been given if, within five Business Days of receipt by the Company of an application for consent, it has not been expressly refusednovated. (c) 26.2.2 A transfer of obligations will be effective only if either: (iA) the obligations are novated in accordance with Clause 27.3 26.3 (Procedure for novations); or (iiB) the New Bank confirms to the Agent and the Company Parent that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the AgentAgent and the Parent. 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. (d) 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. (e) 26.2.3 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 AgreementAgreement (other than to an Affiliate), 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)750£2,500. (f) 26.2.4 An Existing Bank is not responsible to a New Bank for: (iA) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (iiB) the collectability of amounts payable under any Finance Document; or (iiiC) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (g) 26.2.5 Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (iA) 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 (iiB) 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. (h) 26.2.6 Nothing in any Finance Document obliges an Existing Bank to: (iA) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this ClauseClause 26.2; or (B) support any losses incurred by the New Bank by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise. 26.2.7 Any reference in this Agreement to a Bank includes a New Bank but excludes a Bank if no amount is or may be owed to or by it under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. (a) A Bank (the "EXISTING BANKExisting Bank") may, subject to paragraph (b) below, may at any time assign, transfer or novate in whole or in part any of its Commitment and/or any of its rights and/or obligations under this Agreement to another bank or financial institution person (the "NEW BANKNew Bank").) provided that: (i) A transfer of part in the case of a Commitment must be in partial assignment, transfer or novation of rights and/or obligations, a minimum amount of at least U.S.$7,500,000 in aggregate (pound)5,000,000 unless to an Affiliate or to a Bank or the Agent and the Company agree otherwise) must not result in the transferring Bank having a commitment after the transfer of less than (pound)5,000,000be assigned, transferred or novated; and (ii) after the Syndication Period, the prior written consent of the Company is required for any such assignment, transfer or novation, unless, the New Bank novation which is not to another Bank or to an Affiliate of a Bank. However, the prior consent of any Bank (provided that the Company must may not be unreasonably withheld withhold or delayed delay its consent and will be deemed to have been given ifconsented to any such assignment, within five Business Days of receipt by the Company of an application for consent, transfer or novation if it has not been expressly refusedrefused in writing by the Company within 10 Business Days of a written request to the Company for such consent); and (iii) except in the case of an assignment, transfer or novation to an Affiliate, a rateable proportion of each of Tranche A, Tranche B and Tranche C must be assigned, transferred or novated (unless the Agent agrees otherwise). (cb) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 28.3 (Procedure for novations); or (ii) the New Bank gives notice to the Company and confirms to the Agent and the Company Borrowers' Agent 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. (dc) Nothing in this Agreement restricts After the ability of Syndication Period, a Bank to may only sub-contract an obligation if that Bank remains liable under this Agreement for that obligationhereunder with the consent of the Company (such consent not to be unreasonably withheld or delayed). (ed) 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 Agent for its own account a fee of (pound)750U.S.$1,000. (fe) 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. (gf) 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. (hg) 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, transferred or novated under this Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank but excludes a Bank if no amount is or may be owed to or by it under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. (a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below, may at any time assign, transfer or novate any of its Commitment and/or rights and/or obligations in whole or in part any of its Commitment and/or any of its rights and/or obligations under this Agreement to another bank or financial institution a Qualifying Bank (the "NEW BANK"). (i) A transfer of part of a Commitment must be in a minimum amount of at least (pound)5,000,000 and must not result in the transferring Bank having a commitment after the transfer of less than (pound)5,000,000; and (ii) the . The prior consent of the Company is required for any such assignment, transfer or novation, unless, 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 will be deemed to have been given if, within five 10 Business Days of receipt by the Company of an application for consent, it has not been expressly refused. (cb) A transfer of obligations will be effective only if either: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 Company that it undertakes to be bound by the terms of this Agreement the Finance Documents 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 the Finance Documents to the extent that they are transferred to the New Bank. (dc) 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. (ed) 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 Facility Agent for its own account a fee of (pound)750L.1,000. (fe) An Existing Bank is not responsible to a New Bank for: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. (gf) Each New Bank confirms to the Existing Bank and the other Finance Parties that it:it:- (i) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor 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 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 the Company and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force. (hg) Nothing in any Finance Document obliges an Existing Bank to:to:- (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this ClauseClause 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 or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, but excludes a Bank if no amount is or may be owed to or by that Bank under this Agreement and its Commitment has been cancelled or reduced to nil.