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 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. (a) A Bank (the ("EXISTING BANK") may may, subject to paragraph (b) below, at any time assign, transfer or novate any of its Commitments and/or any of its rights and/or obligations under this Agreement and/or its Commitment to another bank or financial institution which is a Qualifying Bank (the "NEW BANK"). (i) which is A transfer of part of a Qualifying Lender Commitment must be in, and which complies with its obligations under Clause 11.3 must result in the Existing Bank retaining, a minimum Original Currency Amount of at least U.S.$10,000,000 or euro 10,000,000 (US tax forms) and Clause 11.4 (Other tax formsas appropriate). If an Existing Bank transfers, assigns or novates its rights and obligations in respect For the avoidance of less than all its doubt this condition does not apply to a transfer of the whole of a Commitment, the portion to which such transfer, assignment or novation relates must be equal to or greater than US$10,000,000. . (ii) The prior consent of the Company is required for any such assignment, transfer or novation, unless: novation under paragraph (ia) the New above to a new Bank which is another Bank or an Affiliate of not a Qualifying 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. (biii) For the period from the date of this Agreement to the date falling 30 days from the date on which the Arrangers have confirmed to the Company that the primary syndication process has been completed, a Bank may only assign, transfer or novate part of one of its Commitments if it assigns, transfers or novates at the same time a pro rata proportion of its other Commitment. (c) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 26.3 30.3 (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. (cd) Nothing in this Agreement restricts the ability of If a Bank to gives the Company prior notice, a Bank may sub-contract an obligation to a person 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 Commitments and/or any of its rights and/or obligations under this Agreement (otherwise than pursuant to a Syndication 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 L1,000. (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 30; or

Transfers by Banks. (a) A Bank (the ("EXISTING BANK"Existing Bank) may at any time assign, transfer or novate any of its rights and/or obligations under this Agreement and/or its (in a minimum amount equal to US$10,000,000 or, if less with respect to a particular Bank, the balance of that Bank’s Commitment at the time of transfer) to another bank or financial institution (the "NEW BANK") institution, trust, fund or other entity which is a Qualifying Lender and which complies with its obligations under Clause 11.3 Bank (US tax forms) and Clause 11.4 (Other tax formsthe New Bank). 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 a 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 21 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 25.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company that it is a Qualifying Bank and 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 obligationobligation except that no Bank may sub-contract any such obligation if the effect of such contract would be that a person other than a Qualifying Bank has any beneficial entitlement to any interest received by it under this Agreement. (d) On each occasion that 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 £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; (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document; or (iv) the financial condition of the Company. (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 the Existing Bank in connection with any Finance Document; and (ii) will continue to make its own 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, transferred or novated under this Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Company 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 that Bank under this Agreement and its Commitment has been cancelled or reduced to nil. (i) No assignment or transfer under this Clause will be effective until 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. The Agent is not obliged to execute a Novation Certificate until it has completed all know customer requirements to its satisfaction.

Transfers by Banks. (a) A Bank (the ("EXISTING BANK"Existing Bank) may at any time assign, transfer or novate any of its rights and/or obligations under this Agreement and/or its (in a minimum amount equal to £10,000,000 or, if less with respect to a particular Bank, the balance of that Bank’s Commitment at the time of transfer) to another bank or financial institution (the "NEW BANK") institution, trust, fund or other entity which is a Qualifying Lender and which complies with its obligations under Clause 11.3 Bank (US tax forms) and Clause 11.4 (Other tax formsthe New Bank). 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 a 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 21 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 25.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company that it is a Qualifying Bank and 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 subcontract an obligation if that Bank remains liable under this Agreement for that obligationobligation except that no Bank may subcontract any such obligation if the effect of such contract would be that a person other than a Qualifying Bank has any beneficial entitlement to any interest received by it under this Agreement. (d) On each occasion that 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 £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; (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document; or (iv) the financial condition of the Company. (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 the Existing Bank in connection with any Finance Document; and

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 and/or its Commitment to another bank or financial institution person (the "NEW BANKNew Bank") which is provided that: (i) in the case of a Qualifying Lender and which complies with its obligations under Clause 11.3 partial assignment, transfer or novation of rights and/or obligations, a minimum amount of U.S.$10,000,000 in aggregate (US tax forms) and Clause 11.4 (Other tax forms). If an Existing Bank transfersor, assigns or novates its rights and obligations in respect of less than all its Commitmentif less, the portion Existing Bank's aggregate Commitments or Commitment under the relevant Tranche, as the case may be) (unless to which such transferan Affiliate or to a Bank or the Agent agrees otherwise) must be assigned, assignment transferred or novated; and (ii) in the case of an assignment, transfer or novation relates by a Swingline Bank, a portion of that Swingline Bank's Swingline Commitment must also be equal assigned, transferred or novated to or greater than US$10,000,000. The prior consent of the Company is required for any such 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, 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 25.3 (Procedure for novations); or (ii) the New Bank gives notice to the Borrowers' Agent 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 and the Borrowers' 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 rights and/or obligations under this Agreement after the end of the Primary Syndication Period (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 U.S.$1,500. (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 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-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 BANKExisting Bank") may at any time assign, transfer or novate any of its rights and/or obligations under this Agreement and/or its (in a minimum amount equal to (pound)10,000,000 or, if less with respect to a particular Bank, the balance of that Bank's Commitment at the time of transfer) to another bank or financial institution (the "NEW BANK") which is a Qualifying Lender and which complies with its obligations under Clause 11.3 Bank (US tax forms) and Clause 11.4 (Other tax formsthe "New Bank"). 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 a 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 is a Qualifying Bank and 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 obligationobligation except that no Bank may subcontract any such obligation if the effect of such contract would be that a person other than a Qualifying Bank has any beneficial entitlement to any interest received by it under this Agreement. (d) On each occasion that 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)750. (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-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 the Company 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 that Bank under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. (a) A Bank (the ("EXISTING BANKExisting Bank") may may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld), 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 BANKNew 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 Provided that each Bank (so long as it remains a Bank hereunder) shall, subject to the other terms of this Agreement, continue to maintain a Commitment and/or participation in the facilities in 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 aggregate amount at least equal to US$10,000,000 (or greater than US$10,000,000. The prior consent of the Company is required for any such assignment, transfer or novation, unless: (iits equivalent) 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 refusedhereunder. (b) A transfer of obligations will be effective only if either:either:- (i) the obligations are novated in accordance with Clause 26.3 29.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company Obligors 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 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 $500. (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-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 the Borrower 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 may, subject to paragraph (b) below, at any time assign, transfer or novate any of its Commitments and/or any of its rights and/or obligations under this Agreement and/or its Commitment to another bank or financial institution (the "NEW BANK"). (i) which is A transfer of part of 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 Commitment must be equal to or greater than US$10,000,000. The in a minimum amount of at least (Pounds)5,000,000; and (ii) 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 delayed. The consent of the Company will be deemed to have been be given if, within 14 days of receipt if the Company has not responded to any request for consent by the expiry of 15 Business Days from the date of the delivery of such request to the Company. Notwithstanding the above, if the Existing Bank gives the Company prior notice, any transfer from an Existing Bank to :- (A) a Bank which is a Qualifying Bank; or (B) an Affiliate (which is a Qualifying Bank) of an application for consenta Bank, it has shall not been expressly refusedrequire the prior consent of the Company. (bc) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 26.3 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. (cd) Nothing in this Agreement restricts the ability of If a Bank to gives the Company prior notice, a Bank may sub-contract an obligation to a person 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 Commitments and/or any of its rights and/or obligations under this Agreement (otherwise than pursuant to a Syndication 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 (Pounds)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 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 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: (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 Borrower of its obligations under this Agreement 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.

Transfers by Banks. (a) A Bank (the ("EXISTING BANK") may may, subject to paragraph (b) below, at any time assign, transfer or novate any of its Commitment and/or any of its rights and/or obligations under this Agreement and/or its Commitment the Finance Documents to another bank or financial institution (the "NEW BANK"). (b) 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 Borrowers' Agent is required for any such assignment, transfer or novation, unless: (i) unless the New Bank is another Bank or an Affiliate of a Bank; or (ii) an Event of Default is outstanding. However, the prior such consent of the Company must may not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days five Business Days of receipt by the Company Borrowers' Agent of an application for consent, it has not been expressly refused. Any transfer by a Bank of part of its Commitment must be of an amount of at least $5,000,000. (bc) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 26.3 28.3 (Procedure for novations); or (ii) the New Bank confirms to the Facility 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 Facility Agent. On the a transfer becoming effective in this the manner contemplated by paragraph (ii) above, the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank. (cd) 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 Facility Agent for its own account a fee of $1,500. (f) An Existing Bank is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Transaction 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, and of the Borrowing Base Assets and Project Documents, 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 of the above documents or matters; and (ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities, and of the other matters referred to in paragraph (i) above, 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 (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. (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 that Bank under this Agreement and its Commitment has been cancelled or reduced to nil.