Common use of ASSIGNMENTS AND TRANSFERS BY BANKS Clause in Contracts

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 all or any of its rights, benefits and obligations subject to the Principal Sponsor's consent, such consent not to be unreasonably withheld where the proposed assignee or transferee is (i) acting through an office or branch in the United Kingdom and is carrying on a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act ▇▇▇▇, ▇▇ (ii) another bank or financial institution to whom, at the time of such assignment or transfer payments may be made without deduction or withholding on account of United Kingdom taxes. 33.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.1, then, unless and until the assignee has agreed with the Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"); (iii) the Agent, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 31.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 31.3 all or any of its rights, benefits and obligations subject hereunder Provided that (i) no such assignment or transfer (other than (i) to an affiliate of such Bank having its Facility Office in a country in which another Bank has its Facility Office or (ii) to a Bank) may be made without the Principal Sponsor's consentprior written consent of the Borrower, such consent not to be unreasonably withheld where or delayed and to be deemed to have been given if a response to a request for such consent is not received from the proposed assignee or transferee is Borrower by such Bank within fifteen business days of such request (iincorporating such fifteen business days deadline) acting through an office or branch in the United Kingdom being made, and is carrying on a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act ▇▇▇▇, ▇▇ (ii) another bank no such transfer or financial institution to whomassignment may be made if the result thereof, at the time of such transfer or assignment or immediately thereafter would be that either Obligor would be liable to pay an additional amount or amounts pursuant to Clauses 11.1 or 13.1 which additional amount or amounts would not have been payable had no such transfer payments may be made without deduction or withholding on account of United Kingdom taxesassignment occurred unless the transferee or assignee accept responsibility to reimburse such Obligor for any additional amount or amounts. 33.2 31.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.131.1, then, unless and until the assignee has agreed with the Agent Agent, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent Agent, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 31.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.131.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, each of the Borrower Obligors and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 31.3 as "DISCHARGED RIGHTS AND OBLIGATIONSdischarged rights and obligations"); (ii) each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank; and (iii) the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer. 31.4 On the date upon which a transfer takes effect pursuant to Clause 31.3, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of $800, payable under pre-advice, and notwithstanding the provisions of Clause 31.3 such transfer shall not be effective until such transfer fee is received by the Agent.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 35.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 35.3 all or any of its rights, benefits and obligations subject to the Principal Sponsor's Sponsors consent, such consent not to be unreasonably withheld where the proposed assignee or transferee is (i) acting through an office or branch in the United Kingdom and is carrying on a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act ▇▇▇▇, ▇▇ (ii) another bank or financial institution to whom, at the time of such assignment or transfer payments may be made without deduction or withholding on account of United Kingdom taxes. 33.2 35.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.135.1, then, unless and until the assignee has agreed with the Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 35.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.135.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"); (iii) the Agent, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 all or any of its rights, benefits and obligations to a person subject to the Principal Sponsor's consent, prior written consent of the Borrower and the Agent (such consent not to be unreasonably withheld where the proposed assignee or transferee delayed provided that it is (i) acting through an office or branch understood that such consent may be withheld in the United Kingdom and is carrying on relation to a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act ▇▇▇▇, ▇▇ (ii) another bank or financial institution whose primary business is similar to whomor in direct competition with that of the Group or where the Borrower reasonably considers that the credit-worthiness of the transferee bank is substantially below that of the transferor bank and provided further that the Borrower will be deemed to have given its consent ten business days after a Bank has requested it unless such consent is expressly refused by the Borrower within that time). Unless the Borrower and the Agent agree otherwise, at the time any partial assignment, transfer or novation must be a minimum Commitment amount of such assignment or transfer payments may be made without deduction or withholding on account £10,000,000 and an integral multiple of United Kingdom taxes£1,000,000. 33.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.1, then, unless and until the assignee has agreed with the Agent Agent, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent Agent, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (i) 33.3.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank and the other parties hereto at such time shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"“discharged rights and obligations”); (iii) 33.3.2 the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Obligors and such Transferee have assumed and/or acquired the same in place of the Obligors and such Bank; and 33.3.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer. 33.4 On the date upon which a transfer takes effect pursuant to Clause 33.3, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of £1,000. 33.5 If, at any time, a Bank assigns or transfers any of its rights, benefits and obligations hereunder or transfers its Facility Office and, at the time of such assignment or transfer there arises an obligation on the part of the Borrower under Clauses 12 and 14 to pay to that Bank or its assignee or transferee any amount in excess of the amount it would have then been obliged to pay but for the assignment or transfer then the Borrower shall not be obliged to pay the amount of such excess. 33.6 For the avoidance of doubt, if any Bank assigns all or any of its rights hereunder in accordance with Clause 33.1 or transfers all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, the relevant assignee or transferee, by accepting such assignment or entering into such transfer, shall represent to the Borrower that it is a Qualifying Bank, and agrees that it shall notify the Borrower if at any time it is not, or will cease to be, a Qualifying Bank as soon as reasonably practicable upon becoming aware of such event.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 32.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 32.3 all or any of its rights, benefits and obligations to a person subject to the Principal Sponsor's consentprior written consent of the Borrower and the Agent (except in relation to any assignment or transfer to an existing Bank or an Affiliate of any existing Bank) (in each case, such consent not to be unreasonably withheld where the proposed assignee or transferee delayed provided that it is (i) acting through an office or branch understood that such consent may be withheld in the United Kingdom and is carrying on relation to a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act ▇▇▇▇, ▇▇ (ii) another bank or financial institution whose primary business is similar to whomor in direct competition with that of the Group or where the Borrower reasonably considers that the credit-worthiness of the transferee bank is substantially below that of the transferor bank and provided further that the Borrower will be deemed to have given its consent ten business days after a Bank has requested it unless such consent is expressly refused by the Borrower within that time). Unless the Borrower and the Agent agree otherwise, at the time any partial assignment, transfer or novation must be a minimum Commitment amount of such assignment or transfer payments may be made without deduction or withholding on account £10,000,000 and an integral multiple of United Kingdom taxes£5,000,000. 33.2 32.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.132.1, then, unless and until the assignee has agreed with the Agent Agent, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent Agent, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 32.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.132.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (i) 32.3.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank and the other parties hereto at such time shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 32.3 as "DISCHARGED RIGHTS AND OBLIGATIONSdischarged rights and obligations"); (iii) 32.3.2 the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Obligors and such Transferee have assumed and/or acquired the same in place of the Obligors and such Bank; and 32.3.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer. 32.4 On the date upon which a transfer takes effect pursuant to Clause 32.3, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of £1,500. 32.5 If, at any time, a Bank assigns or transfers any of its rights, benefits and obligations hereunder or transfers its Facility Office and, at the time of such assignment or transfer there arises an obligation on the part of the Borrower under Clauses 11 and 13 to pay to that Bank or its assignee or transferee any amount in excess of the amount it would have then been obliged to pay but for the assignment or transfer then the Borrower shall not be obliged to pay the amount of such excess. 32.6 For the avoidance of doubt, if any Bank assigns all or any of its rights hereunder in accordance with Clause 32.1 or transfers all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 32.1, the relevant assignee or transferee, by accepting such assignment or entering into such transfer, shall represent to the Borrower that it is a Qualifying Bank, and agrees that it shall notify the Borrower if at any time it is not, or will cease to be, a Qualifying Bank as soon as reasonably practicable upon becoming aware of such event. 32.7 No assignment or transfer under this Clause 32 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 Transfer Certificate until it has completed all know your customer requirements to its satisfaction.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 19.3.1 Any Bank may, may at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or time (after the First Drawdown Date (but not otherwise)) transfer in accordance with Clause 33.3 19.3.3 below all or any but not part only of its rights, benefits and obligations subject to the Principal Sponsor's consent, such consent not to be unreasonably withheld where the proposed assignee or transferee is (i) acting through an office or branch in the United Kingdom and is carrying on a bona fide banking business for the purposes of Section 349 under any of the Income and Corporation Taxes Act ▇▇▇▇, ▇▇ (ii) another bank or financial institution Financing Documents to whom, at the time of such assignment or transfer payments may be made without deduction or withholding on account of United Kingdom taxesany person. 33.2 19.3.2 If any Bank assigns all or any of its rights and benefits hereunder under any of the Financing Documents in accordance with Clause 33.119.3.1 above, then, unless and until the assignee has agreed with confirmed to the Agent and Agent, the other Banks and the Borrowers that it shall be under the same obligations towards each of them as it would have been under if it had been an original a party hereto as a Bank, the Agent and Agent, the other Banks and the Borrowers shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 19.3.3 If any Bank (the "Existing Bank") wishes to transfer all or any of its rightsCommitment or Participation in the Revolving Credit Facility to another bank, benefits and/or obligations hereunder as contemplated in Clause 33.1financial institution or other person or entity (the "Bank Transferee"), then such transfer may be effected by way of a novation by the delivery to to, and the execution by, the Agent of a duly completed and duly executed Transfer Certificate Certificate. 19.3.4 On the date specified in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the AgentCertificate: (i) to the extent that in such the Transfer Certificate the Existing Bank party thereto seeks to transfer its rights, benefits and obligations hereunderCommitment or Participation in the Revolving Credit Facility, the Borrower Borrowers and such the Existing Bank shall each be released from further obligations towards one another hereunder to each other under this Agreement and their respective rights against one another each other shall be cancelled (such rights, benefits rights and obligations being referred to in this Clause 33.3 19.3.4 as "DISCHARGED RIGHTS AND OBLIGATIONSDischarged Rights and Obligations"); (ii) the Borrowers and the Bank 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 Borrowers and the Bank Transferee have assumed and/or acquired the same in place of the Borrowers and the Existing Bank; (iii) the Agent, such the Borrowers, the Bank Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between among themselves as they would have acquired and assumed had such the Bank Transferee been an original a party hereto hereunder as a Bank with the rights, benefits rights and/or the obligations acquired or assumed by it as a result of the transfer; and (iv) a proportion of the Existing Bank's rights under the Security, equal to the proportion of the Existing Bank's rights under this Agreement being transferred, shall automatically be transferred to the Bank Transferee. 19.3.5 The Agent will promptly complete Transfer Certificates on request by an Existing Bank and upon payment by such Existing Bank of a (pound)750 fee to the Agent. Each Borrower and each of the Banks hereby 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 or the Bank Transferee named therein. 19.3.6 The Agent shall promptly notify the Parent of the receipt and execution on its behalf by the Agent of any Transfer Certificate. 19.3.7 The Borrowers shall be under no obligation to pay any greater amount under this Agreement following an assignment or transfer by a Bank of any of its rights or obligations pursuant to the foregoing provisions of this Clause 19 if such greater amount would not have been payable but for the assignment or transfer. 19.3.8 When a Bank assigns or transfers part of its rights and benefits hereunder it shall assign or transfer, as the case may be, the same percentage of its rights and benefits in relation to each Facility.