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 any part of its Commitment and/or any of its rights and/or obligations under the Finance Documents to either: (i) another bank or financial institution; or (ii) to a limited liability company, provided that: (A) and, for so long as, such company’s entire share capital is owned by banks and financial institutions; (B) such company has been established for the sole purpose of owning power generation assets in the United Kingdom; and (C) all other existing Banks also transfer their rights and/or obligations under the Finance Documents and the Share Subscription Agreement to such company, (the New Bank), in each case which is a Qualifying Bank. (b) Any assignment, transfer or novation pursuant to Clause 25.2(a) shall: (i) if of part of a Commitment only, be in a minimum amount of at least £5,000,000; and (ii) require the prior written consent of the Borrower unless (A) the New Bank is another Bank or an Affiliate of a Bank; or (B) the New Bank is an OECD Bank. However, the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within five days of receipt by the Borrower of an application for consent, it has not been expressly refused. (c) The Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The Agent must promptly notify the Existing Bank and the New Bank if there are any such requirements. (d) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 25.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank. (e) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (f) On each occasion an Existing Bank assigns, transfers or novates any of its Commitment and/or any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of £2,500. (g) 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. (h) 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. (i) 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 the Finance Documents or otherwise. (j) 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. (k) If: (i) a Bank assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; 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 New Bank or Bank acting through its new Facility Office under Clause 11.1 (Gross-up), then the New Bank or Bank acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Bank or Bank acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Transfers by Banks. (a) A Bank (the Existing Bank) may, subject to paragraph (bc) below, at any time assign, transfer or novate any part of its Commitment and/or any of its rights and/or obligations under the Finance Documents to either: (i) another bank or financial institution; or (ii) to a limited liability company, provided that: (A) and, for so long as, such company’s entire share capital is owned by banks and financial institutions; (B) such company has been established for the sole purpose of owning power generation assets in the United Kingdom; and (C) all other existing Banks also transfer their rights and/or obligations under the Finance Documents and the Share Subscription this Agreement to such company, an Approved Bank (the New Bank), in each case which is a Qualifying Bank. (b) Any assignmentBank which ceases to be an Approved Bank must notify the Agent of that fact and, as soon as reasonably practicable, transfer or novation pursuant to Clause 25.2(a) shall:its Commitment and participations under this Agreement, unless the Borrowers and the Majority Banks agree otherwise. (i) if A transfer of part of a Commitment only, must be in a minimum amount of at least £euro 5,000,000; and; (ii) require Except where an Event of Default has occurred which is continuing and which has been notified as a default to the Borrowers’ Agent, the prior written consent of the Borrower Borrowers’ Agent is required for any such assignment, transfer or novation, unless (A) the New Bank is another Bank or an Affiliate of a Bank; or (B) the New Bank is an OECD Bank. However, the prior consent of the Borrower Borrowers’ Agent must not be unreasonably withheld or delayed and will be deemed to have been given if, within five days of receipt by the Borrower Borrowers’ Agent of an application for consent, it has not been expressly refused; (iii) The consent of the Issuing Bank is required for any assignment or transfer of any Bank’s rights and obligations under the LC Facility, such consent not to be unreasonably withheld or delayed; and (iv) The assignment, transfer or novation is to an Approved Bank. (cd) The Agent is not obliged to execute a Transfer Novation Certificate until it has completed all know your customer requirements to its satisfaction. The Agent must promptly notify the Existing Bank and the New Bank if there are any such requirements. (de) A transfer of obligations will be effective only if either: (i) (A) the obligations are novated in accordance with Clause 25.3 30.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank. (e) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (f) On each occasion an Existing Bank assigns, transfers or novates any of its Commitment and/or any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of £2,500. (g) 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. (h) 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. (i) 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 the Finance Documents or otherwise. (j) 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. (k) If: (i) a Bank assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; 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 New Bank or Bank acting through its new Facility Office under Clause 11.1 (Gross-up), then the New Bank or Bank acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Bank or Bank acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Transfers by Banks. (a) A Bank (the Existing Bank) may, subject to paragraph (bc) below, at any time assign, transfer or novate any part of its Commitment and/or any of its rights and/or obligations under the Finance Documents to either: (i) another bank or financial institution; or (ii) to a limited liability company, provided that: (A) and, for so long as, such company’s entire share capital is owned by banks and financial institutions; (B) such company has been established for the sole purpose of owning power generation assets in the United Kingdom; and (C) all other existing Banks also transfer their rights and/or obligations under the Finance Documents and the Share Subscription this Agreement to such company, an Approved Bank (the New Bank), in each case which is a Qualifying Bank. (b) Any Bank which ceases to be an Approved Bank must notify the Agent of that fact and, as soon as reasonably practicable, transfer its Commitment and participations under this Agreement, unless the Borrowers and the Majority Banks agree otherwise. (c) An assignment, transfer or novation pursuant to Clause 25.2(a) shallof a Commitment: (i) if of part of a Commitment onlyin part, must be in a minimum amount of at least £€5,000,000; and; (ii) require except where an Event of Default has occurred which is continuing and which has been notified as a default to the Borrower’s Agent, requires the prior written consent of the Borrower Borrower’s Agent unless (A) the New Bank is another Bank or an Affiliate of a Bank; or (B) the New Bank is an OECD Bank. However, the prior consent of the Borrower Borrower’s Agent must not be unreasonably withheld or delayed and will be deemed to have been given if, within five days of receipt by the Borrower Borrower’s Agent of an application for consent, it has not been expressly refused; and (iii) must be to an Approved Bank. (cd) The Agent is not obliged to execute a Transfer Novation Certificate until it has completed all know your customer requirements to its satisfaction. The Agent must promptly notify the Existing Bank and the New Bank if there are any such requirements. (de) A transfer of obligations will be effective only if either: (i) (A) the obligations are novated in accordance with Clause 25.3 27.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank. (e) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (f) On each occasion an Existing Bank assigns, transfers or novates any of its Commitment and/or any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of £2,500. (g) 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. (h) 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. (i) 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 the Finance Documents or otherwise. (j) 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. (k) If: (i) a Bank assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; 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 New Bank or Bank acting through its new Facility Office under Clause 11.1 (Gross-up), then the New Bank or Bank acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Bank or Bank acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Transfers by Banks. (a) A Bank (the "Existing Bank") may, subject to paragraph (bc) below, at any time assign, transfer or novate any part of its Commitment and/or any of its rights and/or obligations under the Finance Documents to either: (i) another bank or financial institution; or (ii) to a limited liability company, provided that: (A) and, for so long as, such company’s entire share capital is owned by banks and financial institutions; (B) such company has been established for the sole purpose of owning power generation assets in the United Kingdom; and (C) all other existing Banks also transfer their rights and/or obligations under the Finance Documents and the Share Subscription this Agreement to such company, an Approved Bank (the "New Bank"), in each case which is a Qualifying Bank. (b) Any assignmentBank which ceases to be an Approved Bank must notify the Agent of that fact and, as soon as reasonably practicable, transfer or novation pursuant to Clause 25.2(a) shall:its Commitment and participations under this Agreement, unless the Borrowers and the Majority Banks agree otherwise. (i) if A transfer of part of a Commitment only, must be in a minimum amount of at least £euro 5,000,000; and; (ii) require Except where an Event of Default has occurred which is continuing and which has been notified as a default to the Borrowers' Agent, the prior written consent of the Borrower Borrowers' Agent is required for any such assignment, transfer or novation, unless (A) the New Bank is another Bank or an Affiliate of a Bank; or (B) the New Bank is an OECD Bank. However, the prior consent of the Borrower Borrowers' Agent must not be unreasonably withheld or delayed and will be deemed to have been given if, within five days of receipt by the Borrower Borrowers' Agent of an application for consent, it has not been expressly refused.; (ciii) The Agent consent of the Issuing Bank is required for any assignment or transfer of any Bank's rights and obligations under the LC Facility, such consent not obliged to execute a Transfer Certificate until it has completed all know your customer requirements be unreasonably withheld or delayed; and (iv) The assignment, transfer or novation is to its satisfaction. The Agent must promptly notify the Existing Bank and the New Bank if there are any such requirementsan Approved Bank. (d) A transfer of obligations will be effective only if either: (i) (A) the obligations are novated in accordance with Clause 25.3 29.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank. (e) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (f) On each occasion an Existing Bank assigns, transfers or novates any of its Commitment and/or any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of £2,500. (g) 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. (h) 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. (i) 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 the Finance Documents or otherwise. (j) 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. (k) If: (i) a Bank assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; 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 New Bank or Bank acting through its new Facility Office under Clause 11.1 (Gross-up), then the New Bank or Bank acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Bank or Bank acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Transfers by Banks. (a) A Bank (the “Existing Bank”) may, subject to paragraph (bc) below, at any time assign, transfer or novate any part of its Commitment and/or any of its rights and/or obligations under the Finance Documents to either: (i) another bank or financial institution; or (ii) to a limited liability company, provided that: (A) and, for so long as, such company’s entire share capital is owned by banks and financial institutions; (B) such company has been established for the sole purpose of owning power generation assets in the United Kingdom; and (C) all other existing Banks also transfer their rights and/or obligations under the Finance Documents and the Share Subscription this Agreement to such company, an Approved Bank (the “New Bank”), in each case which is a Qualifying Bank. (b) Any assignmentBank which ceases to be an Approved Bank must notify the Agent of that fact and, as soon as reasonably practicable, transfer or novation pursuant to Clause 25.2(a) shall:its Commitment and participations under this Agreement, unless the Borrowers and the Majority Banks agree otherwise. (i) if A transfer of part of a Commitment only, must be in a minimum amount of at least £euro 5,000,000; and; (ii) require Except where an Event of Default has occurred which is continuing and which has been notified as a default to the Borrowers’ Agent, the prior written consent of the Borrower Borrowers’ Agent is required for any such assignment, transfer or novation, unless (A) the New Bank is another Bank or an Affiliate of a Bank; or (B) the New Bank is an OECD Bank. However, the prior consent of the Borrower Borrowers’ Agent must not be unreasonably withheld or delayed and will be deemed to have been given if, within five days of receipt by the Borrower Borrowers’ Agent of an application for consent, it has not been expressly refused.; (ciii) The Agent consent of the Issuing Bank is required for any assignment or transfer of any Bank’s rights and obligations under the LC Facility, such consent not obliged to execute a Transfer Certificate until it has completed all know your customer requirements be unreasonably withheld or delayed; and (iv) The assignment, transfer or novation is to its satisfaction. The Agent must promptly notify the Existing Bank and the New Bank if there are any such requirementsan Approved Bank. (d) A transfer of obligations will be effective only if either: (i) (A) the obligations are novated in accordance with Clause 25.3 29.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank. (e) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (f) On each occasion an Existing Bank assigns, transfers or novates any of its Commitment and/or any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of £2,500. (g) 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. (h) 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. (i) 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 the Finance Documents or otherwise. (j) 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. (k) If: (i) a Bank assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; 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 New Bank or Bank acting through its new Facility Office under Clause 11.1 (Gross-up), then the New Bank or Bank acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Bank or Bank acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.