Common use of Transfers by Banks Clause in Contracts

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, but only Agreement to another bank or institution which person (the New Bank) provided that: (i) the New Bank is a Qualifying Switzerland Lender; (ii) in the case of a partial assignment, transfer or novation of rights and/or obligations, a minimum amount of U.S.$25,000,000 in aggregate (unless to an Affiliate or to a Bank) must be assigned, transferred or novated; (iii) the Parent consents to the assignment, transfer or novation, (other than where the New Bank and a U.S. Qualifying is another Bank (the "New Bank"or an Affiliate), and only with the prior written consent of the Parent (such consent not to be unreasonably withheld or delayed), unless the New Bank delayed where there is another Bank or an Affiliate Event of a Bank in which case no such Default outstanding. The Parent will be deemed to have given its 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 14 days after the Parent agree otherwiseis given notice of the request unless it is expressly refused by the Parent within that time; (iv) 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 each Swingline Commitment of that Swingline Bank's Swingline Commitment Bank must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Bank's each Swingline Commitment of that Swingline Bank does not exceed its Tranche B Commitment after the assignment, transfer or novation; and (v) the Agent has completed all know your customer requirements relating to any person that it is required to carry out in relation to such assignment or transfer. (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 may at any time gives notice to the Borrowers’ Agent and confirms to the Agent and the 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, and, in each case, provided that the requirements of paragraph (a) have been satisfied. (c) Nothing in this Agreement restricts the ability of a Bank to subcontract an obligation to another person (a sub-participate participant) if that Bank remains liable under this Agreement for that obligation, provided that: (i) the sub-participant is, at the time of such a sub-participation, a Qualifying Switzerland Lender; and (ii) any Bank who enters into such a sub-participation agreement in relation to this Agreement shall ensure that the sub-participant agrees (for the benefit of each Swiss Borrower): (A) that it shall not further transfer or sub-contract its rights and interests under that sub-participation agreement, except to a person who is a Qualifying Switzerland Lender; (B) to include a term identical to the provisions of this paragraph (c), mutatis mutandis, to bind any such further sub-participant and/or transferee. (d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement but only with the prior written consent of the Parent (such consent not other than to be unreasonably withheld or delayedan Affiliate), unless the sub-participant is another New Bank or an Affiliate shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of a Bank in which case no consent is required£1,250. (ce) The consent of the Parent will be deemed An Existing Bank is not responsible to be given under paragraph (a) or, as the case may be, (b) above ifa 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 connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank has given notice to the Parent addressed to the Treasurer and the other Finance Director requesting such consent Parties that it: (which expressly states that the consent i) has made its own independent investigation and assessment of the Parent 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 required or may be outstanding under this Clause 28.2Agreement 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, specifies the full name of transferred or novated under this Clause; or (ii) support any losses incurred by the New Bank and amount by reason of the proposed transaction and states that consent will be deemed non-performance by any Obligor of its obligations under this Agreement or otherwise. (h) Any reference in this Agreement to have been given a Bank includes a New Bank but excludes a Bank if no response amount is given or may be owed to or by the Parent within the period specified in it under this paragraph (c)) Agreement and the Parent its Commitment has not responded within 10 days; and (ii) after expiry of that 10 day period the Existing Bank has given a further notice been cancelled or reduced 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). -------------------------------------------------------------------------------- --------------------------------------------------------------------------------nil.

Transfers by Banks. (a) 26.2.1 A Bank (the "“Existing Bank"”) may at any time assign, transfer transfer, novate or novate sub-participate any of its rights and/or obligations under this Agreement, but only Agreement to another bank or institution which is a Qualifying Bank and a U.S. Qualifying Bank person (the "“New Bank"), and only with ”) provided that: (A) the Parent shall have given its prior written consent of the Parent 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 the New Bank and the other Banks), unless except that such consent shall not be required if an Event of Default is outstanding or where the New Bank is another an Existing Bank or is an Affiliate of the Existing Bank or any other Bank; (B) in the case of a Bank in which case no such consent is required. Any such partial assignment, transfer or novation must be in of rights and/or obligations, a minimum aggregate amount of euro 25,000,000 £5,000,000 (unless to an Affiliate of the Existing Bank or the Agent and the Parent agree agrees 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 assigned, transferred or novated; and (C) in the case of an assignment, transfer or novation by a Swingline Bank, a portion of that Swingline Bank's ’s Swingline Commitment must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Bank's ’s Swingline Commitment does Commitments under a Revolving Facility do not exceed its Tranche B Revolving Facility Commitment under that Revolving Facility after the assignment, transfer or novation. (b) . A Bank may at any time sub-participate not acquire a Swingline Commitment under a Revolving Facility if that Swingline Commitment would exceed its Revolving Facility Commitment under that Revolving Facility. 26.2.2 A transfer of obligations will be effective only if either: (A) the obligations are novated in accordance with Clause 26.3 (Procedure for novations); or (B) the New Bank confirms to the Agent and the Parent 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 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. 26.2.3 On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement but only with the prior written consent of the Parent (such consent not other than to be unreasonably withheld or delayedan Affiliate), unless the sub-participant is another New Bank or an Affiliate shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of a Bank in which case no consent is required£2,500. (c) The consent of the Parent will be deemed 26.2.4 An Existing Bank is not responsible to be given under paragraph (a) or, as the case may be, (b) above ifa New Bank for: (iA) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (B) the collectability of amounts payable under any Finance Document; or (C) the accuracy of any statements (whether written or oral) made in connection with any Finance Document. 26.2.5 Each New Bank confirms to the Existing Bank has given notice to the Parent addressed to the Treasurer and the other Finance Director requesting such consent Parties that it: (which expressly states that the consent A) has made its own independent investigation and assessment of the Parent 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 (B) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is required or may be outstanding under this Agreement or any Commitment is in force. 26.2.6 Nothing in any Finance Document obliges an Existing Bank to: (A) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this Clause 28.2, specifies the full name of 26.2; or (B) support any losses incurred by the New Bank and amount by reason of the proposed transaction and states that consent will be deemed non-performance by any Obligor of its obligations under this Agreement or otherwise. 26.2.7 Any reference in this Agreement to have been given a Bank includes a New Bank but excludes a Bank if no response amount is given or may be owed to or by the Parent within the period specified in it under this paragraph (c)) Agreement and the Parent its Commitment has not responded within 10 days; and (ii) after expiry of that 10 day period the Existing Bank has given a further notice been cancelled or reduced 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). -------------------------------------------------------------------------------- --------------------------------------------------------------------------------nil.

Transfers by Banks. (a) A Bank (the "Existing BankEXISTING BANK") may at any time assign, transfer or novate any of its rights and/or obligations under this Agreement, but only Agreement to another bank or financial institution which is a Qualifying Bank and a U.S. Qualifying Bank (the "New BankNEW BANK"), and only ) with the prior written consent of the Parent unless: (such consent not to be unreasonably withheld or delayed), unless i) the New Bank is another Bank or an Affiliate of a Bank Bank; or (ii) a Default is outstanding, in which case no such consent is required. Any such assignment, transfer or novation must be in a minimum aggregate amount The prior written consent of euro 25,000,000 (unless to an Affiliate or the Agent and the Parent agree otherwise) andmust not be unreasonably withheld or delayed and will be deemed to be given if, except in within 14 days of receipt by the case Parent of an assignmentapplication for consent, 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 it has not exceed its Tranche B Commitment after the assignment, transfer or novationbeen 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 may at any time confirms to the Agent and the Parent 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 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. (c) Nothing in this Agreement restricts the ability of a Bank to sub-participate 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 but only with after the prior written consent end of the Parent Syndication Period (such consent not other than to be unreasonably withheld or delayedan Affiliate), unless the sub-participant is another New Bank or an Affiliate shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of a Bank in which case no consent is required(pound)1,000. (ce) The consent of the Parent will be deemed An Existing Bank is not responsible to be given under paragraph (a) or, as the case may be, (b) above ifa New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; or (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 has given notice to the Parent addressed to the Treasurer and the other Finance Director requesting such consent Parties that it: (which expressly states that the consent i) has made its own independent investigation and assessment of the Parent 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 required or may be outstanding under this Clause 28.2Agreement 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, specifies the full name of transferred or novated under this Clause; or (ii) support any losses incurred by the New Bank and amount by reason of the proposed transaction and states that consent will be deemed non-performance by any Obligor of its obligations under this Agreement or otherwise. (h) Any reference in this Agreement to have been given a Bank includes a New Bank but excludes a Bank if no response amount is given or may be owed to or by the Parent within the period specified in it under this paragraph (c)) Agreement and the Parent its Commitment has not responded within 10 days; and (ii) after expiry of that 10 day period the Existing Bank has given a further notice been cancelled or reduced 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). -------------------------------------------------------------------------------- --------------------------------------------------------------------------------nil.

Transfers by Banks. 21.4.1 Any Bank may, following the approval of the Agent, the Borrower and the Guarantor (awhich approval shall (i) A not be unreasonably withheld or delayed and (ii) shall not be required during the existence of a Default) transfer, in accordance with this Clause 21.4, any of its rights and obligations under any Financing Document PROVIDED THAT such transfer relates to a Commitment or Participation of not less than $10,000,000 (or such lesser amount as is equal to the entire amount of the Commitment being transferred). 21.4.2 If any Bank (the "Existing Bank") may at wishes to transfer all or any time assign, transfer or novate any part of its rights and/or obligations under this Agreement, but only Commitment or Participation in the Facility to another bank or other financial institution which is a Qualifying Bank and a U.S. Qualifying Bank (the "New BankBank Transferee"), and only with the prior written consent of the Parent (such consent not to transfer may be unreasonably withheld or delayed), unless the New Bank is another Bank or an Affiliate effected by way of a Bank in which case no such consent is required. Any such assignmentnovation by the delivery to, transfer or novation must be in a minimum aggregate amount of euro 25,000,000 (unless to an Affiliate or and the execution by, the Agent and of a duly completed Transfer Certificate. 21.4.3 On the Parent agree otherwise) and, except date specified 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 Transfer Certificate: (a) to the extent necessary that in the Transfer Certificate the Existing Bank seeks to transfer its Commitment or Participation in the Loan, the Borrower, the Guarantor and the Existing Bank shall each be released from further obligations to each other under this Agreement and their respective rights against each other shall be cancelled (if at all) such rights and obligations being referred to ensure that the Swingline Bank's Swingline Commitment does not exceed its Tranche B Commitment after the assignment, transfer or novation.in this Clause 21.4.3 as "Discharged Rights and Obligations"); (b) A the Borrower, the Guarantor and the Bank may at any time sub-participate any of its 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 Borrower, the Guarantor and the Bank Transferee have assumed and/or obligations under this Agreement but only with acquired the prior written consent same in place of the Parent (such consent not to be unreasonably withheld or delayed)Borrower, unless the sub-participant is another Bank or an Affiliate of a Bank in which case no consent is required.Guarantor and the Existing Bank; and (c) The consent each of the Parent will Parties and the Bank Transferee shall acquire the same rights and assume the same obligations among themselves as they would have acquired and assumed had the Bank Transferee been a party under this Agreement as a Bank with the rights and/or the obligations acquired or assumed by it as a result of the transfer. 21.4.4 The Agent shall promptly complete a Transfer Certificate on request by an Existing Bank and upon payment by the Bank Transferee of a fee of $2,500 to the Agent (for the avoidance of doubt this fee shall be deemed payable if the relative transfer is to be given under paragraph (a) oreither a Bank already party to this Agreement or to a new bank or financial institution). The Borrower, as the case may beGuarantor, (b) above if: (i) the Arranger and each Bank 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 has given notice to or the Parent addressed to Bank Transferee named in the Treasurer Transfer Certificate. 21.4.5 The Agent shall promptly notify the Borrower of the receipt and execution on its 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 Guarantor's behalf by the Parent within the period specified in this paragraph (c)) and the Parent has not responded within 10 days; and (ii) after expiry Agent 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). -------------------------------------------------------------------------------- --------------------------------------------------------------------------------any Transfer Certificate.

Transfers by Banks. (a) 26.2.1 A Bank (the "“Existing Bank"”) may at any time assign, transfer transfer, novate or novate sub-participate any of its rights and/or obligations under this Agreement, but only Agreement to another bank or institution which is a Qualifying Bank and a U.S. Qualifying Bank person (the "“New Bank"), and only with ”) provided that: (A) the Parent shall have given its prior written consent of the Parent 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 the New Bank and the other Banks), unless except that such consent shall not be required if an Event of Default is outstanding or where the New Bank is another an Existing Bank or is an Affiliate of the Existing Bank or any other Bank; (B) in the case of a Bank in which case no such consent is required. Any such partial assignment, transfer or novation must be in of rights and/or obligations, a minimum aggregate amount of euro 25,000,000 £5,000,000 (unless to an Affiliate of the Existing Bank or the Agent and the Parent agree agrees 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 assigned, transferred or novated; and (C) in the case of an assignment, transfer or novation by a Swingline Bank, a portion of that Swingline Bank's ’s Swingline Commitment must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Bank's ’s Swingline Commitment does Commitments do not exceed its Tranche B Revolving Facility Commitment after the assignment, transfer or novation. (b) . A Bank may at any time sub-participate not acquire a Swingline Commitment if that Swingline Commitment would exceed its Revolving Facility Commitment. 26.2.2 A transfer of obligations will be effective only if either: (A) the obligations are novated in accordance with Clause 26.3 (Procedure for novations); or (B) the New Bank confirms to the Agent and the Parent 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 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. 26.2.3 On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement but only with the prior written consent of the Parent (such consent not other than to be unreasonably withheld or delayedan Affiliate), unless the sub-participant is another New Bank or an Affiliate shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of a Bank in which case no consent is required£2,000. (c) The consent of the Parent will be deemed 26.2.4 An Existing Bank is not responsible to be given under paragraph (a) or, as the case may be, (b) above ifa New Bank for: (iA) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (B) the collectability of amounts payable under any Finance Document; or (C) the accuracy of any statements (whether written or oral) made in connection with any Finance Document. 26.2.5 Each New Bank confirms to the Existing Bank has given notice to the Parent addressed to the Treasurer and the other Finance Director requesting such consent Parties that it: (which expressly states that the consent A) has made its own independent investigation and assessment of the Parent 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 (B) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is required or may be outstanding under this Agreement or any Commitment is in force. 26.2.6 Nothing in any Finance Document obliges an Existing Bank to: (A) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this Clause 28.2, specifies the full name of 26.2; or (B) support any losses incurred by the New Bank and amount by reason of the proposed transaction and states that consent will be deemed non-performance by any Obligor of its obligations under this Agreement or otherwise. 26.2.7 Any reference in this Agreement to have been given a Bank includes a New Bank but excludes a Bank if no response amount is given or may be owed to or by the Parent within the period specified in it under this paragraph (c)) Agreement and the Parent its Commitment has not responded within 10 days; and (ii) after expiry of that 10 day period the Existing Bank has given a further notice been cancelled or reduced 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). -------------------------------------------------------------------------------- --------------------------------------------------------------------------------nil.

Transfers by Banks. (a) A Bank (the "“Existing Bank"”) may may, subject to paragraph (b) below, at any time assign, transfer or novate assign any of its rights and/or or transfer any of its rights and obligations under this Agreement, but only Agreement to another bank or financial institution which is a Qualifying Bank and a U.S. Qualifying Bank (“établissement de crédit”) (the "“New Bank"”) in accordance with Clause 28.4 (Procedure for transfer). (b) A transfer must be for a minimum amount of at least € 10,000,000 or if the Existing Bank’s Commitment is of a lesser amount, and only with all of its Commitments, unless the New Bank is an Affiliate of the relevant Existing Bank. (c) The prior written consent of the Parent (Borrower is required for any such consent not to be unreasonably withheld assignment or delayed)transfer, unless the New Bank is another Bank or an Affiliate of a Bank (in which case no notification of such consent is required. Any such assignment, assignment or transfer or novation must shall 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 given to the extent necessary (Borrower by the Facility Agent) or if at all) to ensure that the Swingline Bank's Swingline Commitment does not exceed its Tranche B Commitment after the assignmentan Event of Default has occurred and is outstanding. However, 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 Borrower must 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 delayed 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 if, within five (5) Business Days of receipt by the Parent within the period specified in this paragraph (c)) and the Parent Borrower of an application for consent, it has not responded within 10 daysbeen expressly refused. Notwithstanding the above: • no assignment or transfer in relation to any Loan or the Facility may be effected to a New Bank incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction; and • a Bank may not change its Facility Office if the new Facility Office is, at the date of such transfer, situated in a Non-Cooperative Jurisdiction. (d) The New Bank shall, on the date of such assignment or transfer takes effect, pay to the Facility Agent for its own account a fee of €2,000. (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) after expiry the collectability of that 10 day period 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 given made its own independent investigation and assessment of the financial condition and affairs of the 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 the Borrower 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 further notice re-transfer from a New Bank of any of the Commitment and/or rights and/or obligations assigned or transferred under this Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower 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 it under this Agreement and its Commitment has been cancelled or reduced to nil. (i) If: (i) a Bank assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office or the account used for the purpose of payments to be made to it under or in connection with any Finance Document; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the Parent addressed New Bank or Bank acting through its new Facility Office or the account used for the purpose of payments to be made to it under or in connection with any Finance Document under Clause 12 (Taxes) or Clause 14 (Increased Costs), then the New Bank or Bank acting through its new Facility Office or payment account is only entitled to receive payment under those Clauses to the same way and in similar terms extent as the Existing Bank or Bank acting through its previous Facility Office or payment account would have been if the assignment, transfer or change had not occurred. This clause 28.3 (referring to the earlier noticei) and the Parent has does not responded within a further five London Business Days apply for transfers under Clause 15.1 (being business days when banks in London are open for business generally in the London interbank marketMitigation). -------------------------------------------------------------------------------- --------------------------------------------------------------------------------.

Transfers by Banks. (a) A Subject to Clause 30.9 and as provided below, a Bank (the "Existing BankEXISTING BANK") may at any time assign, transfer or novate any of its rights and/or obligations under this Agreement, but only Agreement to another bank or institution which is a Qualifying Bank and a U.S. Qualifying Recognised Bank (the "NEW BANK") provided that (i) save where the New Bank is a Bank or an Affiliate of the Existing Bank"), and only with the prior written consent of the Parent Services has been obtained (such consent not to be unreasonably withheld or delayed), unless ) and (ii) save where the New Bank is another a Bank or an Affiliate of a the Existing 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 New Bank takes an assignment, transfer or novation to an Affiliateof a minimum amount of L10,000,000 (or, must be pro rata between Tranches A and B. In if less, the case whole of an assignmentits Commitment). An Existing Bank shall not assign, transfer or novation by a Swingline Bank, a portion of that Swingline Bank's Swingline Commitment must also novate in part (but shall not be assigned, transferred or novated to the extent necessary (if at allprohibited from so doing in whole) 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 unless it will maintain a Commitment or Commitments aggregating a minimum amount of at least L10,000,000 as of the Parent date immediately following the date of such transfer, provided that this sub-paragraph shall not apply to any such novations made to Xxxxxxx Xxxxx International Bank by Xxxxxxx Sachs Credit Partners, L.P. (such consent or vice versa). Notwithstanding any provision of this Agreement to the contrary: (i) Xxxxxxx Xxxxx Credit Partners, L.P. shall have the right to novate to Xxxxxxx Sachs International Bank in accordance with Clause 30.4 (the "NOVATION"), but not to assign or otherwise transfer, any of its rights and/or obligations; and (ii) Treaty Banks may not assign their rights under any Finance Document and may only transfer their rights and obligations by novation in accordance with Clause 30.4 (and not otherwise). Recognised Banks may not assign their rights under any Finance Document to a Treaty Bank and may only transfer their rights and obligations to a Treaty Bank by novation in accordance with Clause 30.4 (and not otherwise). (b) Any consent required to be unreasonably withheld or delayed), given by Services under paragraph (a) above shall be deemed to have been given unless Services shall have notified the sub-participant is another Bank or an Affiliate of a Bank in which case no consent is requiredrequesting party to the contrary within five Business Days after receiving the request for such consent. (c) The consent A transfer of the Parent obligations will be deemed to be given under paragraph (a) or, as the case may be, (b) above ifeffective only if either: (i) the Existing Bank has given notice to the Parent addressed to the Treasurer and the Finance Director requesting such consent obligations are novated in accordance with Clause 30.4 (which expressly states that the consent of the Parent is required under this Clause 28.2, specifies the full name of Procedure for substitution); or (ii) the New Bank confirms in writing to the Facility Agent and amount Services that it undertakes to be bound by the terms of the proposed transaction Finance Documents as a Bank in form and states that consent will be deemed substance satisfactory to have been given if no response is given by the Parent within Facility Agent and Services (acting reasonably). On the period specified transfer becoming effective in this paragraph (c)) and the Parent has not responded within 10 days; and (ii) after expiry of that 10 day period manner the Existing Bank has given a further notice shall be relieved of its obligations under the Finance Documents to the Parent addressed in the same way and in similar terms (referring extent that they are transferred to the earlier noticeNew Bank. (d) and Nothing in this Agreement restricts the Parent has not responded within ability of a further five London Business Days Bank to sub-participate or sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (being business days when banks in London are open e) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than where such assignment, transfer or novation is made on general syndication or to an Existing Bank or an Affiliate), the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for business generally in its own account a fee of L750. (f) Neither an Existing Bank nor any other Finance Party is responsible to a New Bank for: (i) the London interbank market). -------------------------------------------------------------------------------- --------------------------------------------------------------------------------execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;