Common use of Procedure for transfer Clause in Contracts

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents and delivered in accordance with the terms of the Finance Documents, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower and the New Lender have assumed and/or acquired the same in place of that Borrower and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Facility Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligor Parties and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligor Parties and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor Party and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor Party and the Existing Lender; (iii) the Facility Agent, the Mandated Lead Arrangers, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Mandated Lead Arrangers, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”. (d) The procedure set out in this Clause 26.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 21.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Facility Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all necessary “know your customer” and other similar procedures that it is required to conduct in relation to the transfer to such New Lender and has received the assignment or transfer fee pursuant to Clause 21.3 (Assignment or transfer fee). (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersCalculation Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Calculation Agent, the Arranger, the other Lenders and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”. (d) The procedure set out in this Clause 21.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when on the Agent executes an otherwise duly completed later of the Transfer Date specified in the Transfer Certificate delivered to it by the Existing Lender to the Agent and the New Lenderfifth 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. Each Existing Lender must deliver four counterparts of the Transfer Certificate to the Agent. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer CertificateCertificate for itself and as agent for the Borrower, each Guarantor and each Lender other than the Existing Lender or the New Lender (each of whom expressly authorise the Agent so to do). (b) On the Transfer Date: (i) Loan Notes are transferred as specified in the Transfer Certificate; (ii) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its other rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (iiiii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iiiiv) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original original Party to this Agreement as a Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; andthis Agreement; (ivv) the New Lender shall become a Party as a “Lender”” and entitled to the benefits of any other Finance Document entered into by the Agent as agent for the Lenders; and (vi) the Agent shall update the Register.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) and paragraph (b) below, a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer CertificateCertificate for itself and on behalf of each other Finance Party and each of the Borrowers and the Guarantor. (b) The Agent shall not execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender;; and (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement. (d) If an Existing Lender assigns any of its rights or transfers by novation any of its rights and obligations as provided in Clause 24.1 (Assignments and transfers by the Lenders), each of the Borrowers and the Guarantor undertakes, immediately on being requested to do so by the Existing Lender, to enter and procure that each other Obligor enters into such documents as may be necessary or desirable to transfer to the New Lender all or the relevant part of the Existing Lender's interest in the Finance Documents; and (iv) , failing which the Existing Lender is authorised by each of the Obligors to execute on its behalf any of such documents. All relevant references in this Agreement to a Lender shall thereafter be construed as a reference to the Existing Lender and/or the New Lender to the extent of their respective interests and, in the case of a transfer of all or part of the Existing Lender's obligations, the Borrowers and the Guarantor shall become a Party thereafter look only to the New Lender in respect of that proportion of the Existing Lender's obligations under this Agreement as a “corresponds to the obligations assumed by such New Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable (and in any event within five Business Days) after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations and internal policies in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors, the Parent and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors, the Parent and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor, the Parent or other Group Member and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor, the Parent and the Existing Lender; (iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On Subject to Clause 22.7 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Agents, the Joint & Several Creditor, the Mandated Lead Arrangers, the Special Rate Agent, the ArrangersSpecial Rate Providers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agents, the Joint & Several Creditor, the Mandated Lead Arrangers, the Special Rate Agent, the Arrangers Special Rate Providers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 29.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Borrower Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Transaction Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersSecurity Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent, the Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 22.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Individual Guarantor and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the Individual Guarantor and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor (or the Individual Guarantor, as applicable) and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor (or the Individual Guarantor, as applicable) and the Existing Lender; (iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 27.2 (Conditions of assignment Assignment or transferTransfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. 119 63529049_1 (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other checks relating to any person that it is required to carry out in relation to the assignment to such New Lender. (bc) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the Mandated Lead Arrangers, each L/C Bank, the Security Trustee, the New Lender and Lender, the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Mandated Lead Arrangers, the Security Trustee, each L/C Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) 25.5.1 Subject to the conditions set out in Clause 22.2 clause 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) 25.5.2 On the Transfer Date: (ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); (iib) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iiic) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (ivd) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents and this Agreement delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Facility Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Facility Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 21.2 (Conditions of assignment or transfertransfer or change in Facility Office) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender upon its satisfaction with the result of “know your client” or other checks relating to the identity of any person that it is required to carry out in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of Documents: (A) the Borrower relevant Obligor and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (iiB) each of the Borrower relevant Obligor and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iiiii) the Facility Agent, the ArrangersSecurity Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers and Security Agent, the Existing Lender and the other Lenders shall each be released from further obligations to each other under the Finance Documents; and (iviii) the New Lender shall become a Party as a “Lender”. (d) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bd) below when the Agent Existing Lender executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent Existing Lender shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Borrower and the other Finance Parties irrevocably authorise the Lender to execute any Transfer Certificate on their behalf, without any consultation with them. (c) The Lender shall only be obliged to execute a Transfer Certificate delivered to it once it is satisfied that it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (d) Subject to clause 23.8 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original the Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “the Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate Agreement delivered to it by the Existing Lender and - 43 - the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable (but, in any event, no earlier than five Business Days) after receipt by it of a duly completed Transfer Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Agreement. (b) The Facility Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents and delivered in accordance with the terms of the Finance Documents, execute that Transfer Certificate. (bc) On By virtue of the execution of a Transfer Agreement, as from the Transfer Date: (i) to the extent that in the Transfer Certificate Agreement the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Financing Documents each of the Borrower and the Existing Lender shall be released discharged to the extent provided for in the Transfer Agreement from further obligations towards one another the Borrower and the other Finance Parties under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”)Financing Documents; (ii) each the rights and obligations of the Existing Lender with respect to the Borrower and shall be transferred to the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from Lender, to the Discharged Rights and Obligations only insofar as that Borrower and extent provided for in the New Lender have assumed and/or acquired the same in place of that Borrower and the Existing LenderTransfer Agreement; (iii) the Facility Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire have the same rights and assume the same obligations between themselves as they would have acquired and assumed had had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by to which it is entitled and subject as a result of the transfer and to that extent the Facility Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Financing Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 clause 24.2 (Conditions of assignment or transfer) a transfer is will be effected on the Transfer Date in accordance with paragraph (bd) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by if: (i) the Existing Lender and the New Lender. Lender deliver to the Agents a duly completed Transfer Certificate; and (ii) the Agents execute it. (b) The Agent Agents shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it them of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Agents to execute any duly completed Transfer Certificate on its behalf. (bc) The Agents shall only be obliged to execute a Transfer Certificate delivered to them by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (d) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Company and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Company and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower the Company and the New Lender have assumed and/or acquired the same in place of that Borrower the Company and the Existing Lender; (iii) the Agent, the ArrangersAgents, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agents and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 27.2 (Conditions of assignment Assignment or transferTransfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other checks relating to any person that it is required to carry out in relation to the assignment to such New Lender. (c) On the Transfer Date:: 63140965_9 (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, each L/C Bank, the ArrangersSecurity Trustee, the New Lender and Lender, the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Trustee, each L/C Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 27.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 27.10 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Borrower Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Transaction Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersSecurity Agent, the Mandated Lead Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent, the Mandated Lead Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents this Agreement each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents this Agreement and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”. (d) Unless a Transfer Certificate expressly provides to the contrary, paragraph (c) above shall not operate to transfer any rights or obligations in relation to amounts payable under Clauses 13.7 (Top-Up Existing Facility Margin), 13.8 (Top-up commitment fee) or 13.9 (Top-up utilisation fee).

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) a A transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by if the Existing Lender Bank and the New Lender. The Bank deliver to the Facility Agent shall, as soon as reasonably practicable after receipt by it of and to the Project Company a duly completed Transfer Certificate appearing on its face to comply with certificate, substantially in the terms form of the Finance Documents and delivered in accordance with the terms Schedule 5 (Form of the Finance Documents, execute that Transfer Certificate) (a "Transfer Certificate"). Such delivery shall take place at least 5 Business Days prior to the date specified therein. (b) On Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the transfer in the Transfer DateCertificate: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Bank and the Existing Lender shall other Parties (the "existing Parties") will be released from further their obligations towards one another under to each other (the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”"discharged obligations"); (ii) each of the Borrower New Bank and the New Lender shall existing Parties will assume obligations towards one another and/or acquire rights against one another each other which differ from the Discharged Rights and Obligations discharged obligations only insofar as that Borrower and they are owed to or assumed by the New Lender have assumed and/or acquired the same in place Bank instead of that Borrower and the Existing LenderBank; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer Existing Bank against the existing Parties and to that extent vice versa (the Agent, the Arrangers and the Existing Lender shall each "discharged rights") will be released from further obligations to each other under the Finance Documentscancelled; and (iv) the New Lender shall become Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exerciseable by or against the New Bank instead of the Existing Bank, on the date specified in the Transfer Certificate. (d) A transfer will only be effective if the proportion of the Existing Bank's Commitments, L/C Exposures and outstanding Advances the subject of the Transfer Certificate are the same. (e) A Bank transferring all or part of its Commitment and outstanding Advances under either Facility must transfer all or a Party as a “Lender”corresponding part of its Commitments and outstanding Advances under the other Facility.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 20.3 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf. (b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights rights, benefits and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Company and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Company and the New Lender shall assume obligations towards one another and/or acquire rights and benefits against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower the Company and the New Lender have assumed and/or acquired the same in place of that Borrower the Company and the Existing Lender; (iii) the Facility Agent, the ArrangersSecurity Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the Existing Lender shall cease to be a Party as a “Lender” and the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) 20.5.1 Subject to the conditions set out in Clause 22.2 clause 20.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) clause 20.5.2 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) 20.5.2 On the Transfer Date: (ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); (iib) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iiic) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (ivd) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 19.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender Issuing Bank and the New LenderIssuing Bank. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Issuing Bank and the New Issuing Bank once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the transfer to such New Issuing Bank. (c) Subject to Clause 19.8 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender Issuing Bank seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Borowers and the Existing Lender Issuing Bank shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Borrowers and the New Lender Issuing Bank shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower and the New Lender Issuing Bank have assumed and/or acquired the same in place of that Borrower and the Existing LenderIssuing Bank; (iii) the Agent, the ArrangersSecurity Agent, the New Lender Issuing Bank and the other Lenders Issuing Banks shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender Issuing Bank been an Original Lender Issuing Bank at the date of this Agreement with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Agent and the other Issuing Banks and the Existing Lender Issuing Bank shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender Issuing Bank shall become a Party as a an “LenderIssuing Bank”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 28.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 28.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersSecurity Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent, the Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions of assignment assignment, transfer or transfersub-participation or change in Facility Office) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of this Agreement, and notify the Borrower of the date of the transfer and name of the New Lender. Each Finance Documents, execute that Party and each Obligor irrevocably authorises the Agent to sign such a Transfer CertificateCertificate on its behalf. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions Borrower consent) and Clause 23.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 23.11 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors’ and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender Lender, and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 25.13 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the ArrangersArranger, the Security Trustee, the New Lender and Lender, the other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and Arranger, the Security Trustee, the Existing Lender and any relevant Ancillary Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”. (d) Subject to the terms of this Agreement, the obligations of each Guarantor under this Agreement will continue in full force and effect following any novation under this Clause. A novation under this clause is a novation (novation) within the meaning of article 1271 et seq. of the French Code Civil. In the event of an assignment, a transfer, a novation or disposal of all or part of the rights and obligations by any Lender, each Lender expressly reserves the rights, powers, privileges and actions that it enjoys under any Transaction Security Documents governed by French law in favour of its assignees or, as the case may be, its successors, in accordance with the provisions of article 1278 et seq of the French Code Civil.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions Company consent) and Clause 22.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 22.10 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Borrowers and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Borrowers and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower and the New Lender have assumed and/or acquired the same in place of that Borrower and the Existing Lender; (iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 29.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 29.10 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Borrower Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Transaction Obligor and the Existing Lender; (iii) the Facility Agent, the Security Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Arrangers and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions Borrower Consent) and Clause 22.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 22.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation transfer of contract its rights and obligations under the Finance Documents each and in respect of the Transaction Security, the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Agent, the ArrangersArranger, the Coordinators, the Issuing Bank, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Agent, the Arranger, the Coordinators, the Issuing Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 26.1 (Conditions of assignment or transfer) Pre-Conversion Transfer Restrictions), a transfer is effected in accordance with paragraph (bClause 26.2(b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of Lender executes a duly completed Transfer Certificate appearing on its face and deliver it to comply with the terms of the Finance Documents and delivered in accordance with the terms of the Finance Documents, execute that Transfer CertificateBorrower. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangers, Security Agent and the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”". (c) If: (i) a Lender assigns, novates 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, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 (Tax gross-up and indemnities), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Lender at the date of this Agreement or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 26.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 26.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Borrower Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Transaction Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersSecurity Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender and the transfer is recorded by the Agent on the Register. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors (which term shall include for the purposes of this Clause 25.5 the Company and Newco 2) and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Security Trustee, the Arrangers, the New Lender and Lender, the other Lenders and any relevant Fronting Banks and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Trustee, the Arrangers, any relevant Fronting Banks, any Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) 25.5.1 Subject to the conditions set out in Clause 22.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) 25.5.2 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer CertificateCertificate and deliver a copy of that Transfer Certificate to the Borrower. (b) 25.5.2 On the Transfer Date: (iA) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “"Discharged Rights and Obligations”"); (iiB) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iiiC) the Agent, the ArrangersCo-ordinating Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Co-ordinating Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (ivD) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment Assignment or transferTransfer) and Clause 22.3 (Other conditions of Assignment or Transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 22.10 (Pro rata Interest Settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 22.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Borrower Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Transaction Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersSecurity Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent, the Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) a A transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, shall as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate (on behalf of the Finance Parties and the Borrower in accordance with paragraph (c)) below and affix a fixed date stamp on such Transfer Certificate). (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each and in respect of the Transaction Security the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Facility Agent, the ArrangersSecurity Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an the Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “"Lender”" and entitled to the benefits of any other Finance Document entered into by the Facility Agent and/or Security Agent on behalf of the Lenders. (c) For the purpose of any transfer pursuant to this Clause: (i) each of the Finance Parties (other than the Facility Agent) and the Borrower irrevocably appoints the Facility Agent as its attorney-in-fact with full power and authority on its behalf and in its name to execute any Transfer Certificate (appearing on its fact to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement); Bridge Facility Agreement 7/60 (ii) each Lender hereby irrevocably appoints the Facility Agent as such Lender’s attorney-in-fact with full power and authority on its behalf and in its name to deliver any Transfer Certificate (to which it is a party) to the Borrower; and (iii) the Borrower hereby irrevocably appoints the Facility Agent as its attorney-in-fact with full power and authority on its behalf and in its name to take all actions as my be necessary in order to effect any transfer by any Lender in accordance with Clause 21 (Changes to the Parties). (d) The procedure set out in this Clause 21.3 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to this Clause 23 (Changes to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) Finance Parties), a transfer is effected on the Transfer Date in accordance with paragraph (bc) below when the Agent New Lender and Existing Lender executes an otherwise duly completed Transfer Certificate, and a Recognition Certificate is executed by each other Party (including the Security Trustee) and delivered to it by the Existing Lender and the New LenderLender to the Lenders. The Agent Subject to this Clause 23 (Changes to the Finance Parties), the Lender shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and Recognition Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documents, execute that Transfer Certificatethis Agreement. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangers, Finance Parties and the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) if the New Lender is not already a Party as “Lender”, the New Lender shall become a Party as a “Lender”. (c) A transfer will only be effective if the procedure set out in this Clause 23.3 (Procedure for Transfer) is complied with.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the ArrangersArranger, the Security Trustee, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bClause 23.5(c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 23.2(c)(ii), as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Agent, the ArrangersSecurity Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender Bank and the New LenderBank. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Bank and the New Bank once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Bank. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender Bank seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender Bank shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender Bank have assumed and/or acquired the same in place of that Borrower Obligor and the Existing LenderBank; (iii) the Agent, the Arrangers, the New Lender Bank and other Lenders Banks shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender Bank been an Original Lender Bank with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender Bank shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender Bank shall become a Party as a “LenderBank”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer CertificateCertificate provided that the proposed Transfer Date shall not be less than five Business Days after the date on which such Transfer Certificate is delivered to the Agent for execution . (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arrangers, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) 18.2 a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) a A transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender not later than the fifth Business Day (or such later Business Day accepted by the Facility Agent) prior to the proposed Transfer Date. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Facility Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender. The Facility Agent does not have any liability or responsibility to any Party as a consequence of its relying on and acting in accordance with any such Transfer Certificate if the same is subsequently proved to be not authentic or duly authorised. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersMandated Lead Arranger and Bookrunner, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Mandated Lead Arranger and Bookrunner and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “"Lender”". (d) The procedure set out in this Clause 23.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 32.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 32.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);; ​ (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersSecurity Agent, each Mandated Lead Arranger, the Sustainability Coordinator, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent, each Mandated Lead Arranger, the Sustainability Coordinator and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) 23.6.1 Subject to the conditions set out in Clause 22.2 23.3 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph sub-clause 23.6.3 of this Clause 23.6 (bProcedure for transfer) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to sub-clause 23.6.2 below of this Clause 23.6 (Procedure for transfer), as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. 23.6.2 The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such Lender. 23.6.3 Subject to Clause 23.8 (b) On Pro rata interest settlement), on the Transfer Date: (ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Financing Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Financing Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (iib) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower and the Existing Lender; (iiic) the Facility Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original a Lender on the Signing Date with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Facility Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (ivd) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bclause 23.5(c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender. (c) Subject to clause 23.11 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents this Agreement, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another SIN-#2682702-v10 70 under the Finance Documents this Agreement and their respective rights against one another under this Agreement shall be cancelled (being the “Discharged Rights and Obligations”Obligations ); (ii) each of the Borrower Obligors who is a Party and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the AgentTransaction Agents, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves under this Agreement, and (by reason of the security trust established in relation to the Security Documents) in respect of the Security Property, as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the AgentTransaction Agents, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”” for the purposes of all the Finance Documents.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 28.2 (Conditions Company consent) and Clause 28.4 (Other conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 28.14 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the Security Agent, the New Lender and Lender, the other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arrangers, the Security Agent and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender.”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Mandated Lead Arrangers, the Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Mandated Lead Arrangers, the Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate Agreement appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer CertificateAgreement. (b) The Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate Agreement the Existing Lender seeks to transfer by novation its rights and obligations contractual position under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; (iv) the New Lender shall grant the same powers of attorney to the Agent as it would have granted had the New Lender been an Original Lender; and (ivv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions of assignment transfer or transfersub-participation) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender. (c) Subject to Clause 23.10 (Pro-rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Security Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Security Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”. (d) The procedure set out in this Clause 23.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph sub-clause (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the ArrangersArranger, the Security Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”. (d) The Agent shall notify the Borrower of any transfer under this Clause within three (3) Business Days after the Transfer Date.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions Borrower consent) and Clause 23.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 23.10 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors’ or BHL’s and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors, BHL and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor or BHL and the Existing Lender; (iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender Lender, and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Administrative Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender and the New Lender agrees to be bound by the terms of the Debenture by complying with the procedure set out in Clause 23.1 (Assignments and transfers by the Lender). The Administrative Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Administrative Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it and the Security Trustee have complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Account Agent, the ArrangersAdministrative Agent, the Insurance Agent, the Technical Agent, the Security Trustee and the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original the Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Account Agent, the Arrangers Administrative Agent, the Insurance Agent, the Technical Agent, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) 26.5.1 Subject to the conditions set out in Clause 22.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below Clause 26.5.3 when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to Clause 26.5.2, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. 26.5.2 The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. 26.5.3 Subject to Clause 26.10 (b) On Pro rata interest settlement), on the Transfer Date: (iA) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”"); (iiB) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iiiC) the Agent, the Arrangers, existing Finance Parties and the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers existing Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (ivD) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (aA) Subject to the conditions set out in Clause 22.2 29.2 (Conditions Company consent) and Clause 29.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bC) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (B) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (bB) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (C) Subject to Clause 29.10 (Pro rata interest settlement), on the Transfer Date: (i1) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii2) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii3) the Agent, the Mandated Lead Arrangers, the New Lender and Lender, the other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv4) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions of assignment or transfer) ), a transfer by the Existing Lender of any or all of its rights and obligations under this Agreement is effected on the Transfer Date in accordance with paragraph (c) below, provided that the Transfer Certificate in respect of such transfer shall have been delivered to the Facility Agent no later than the date falling five (5) Business Days prior to the proposed Transfer Date specified in such Transfer Date. The Facility Agent shall, subject to paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shallbelow, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Facility Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer from the Existing Lender to the New Lender (the subject of such Transfer Certificate). (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents this Agreement each of the Borrower Obligors party hereto and the Existing Lender shall be released from further obligations towards one another under the Finance Documents this Agreement and their respective rights against one another under this Agreement shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors party hereto and the New Lender shall assume obligations towards one another and/or acquire rights against one another under this Agreement which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the each Transaction Agent, the ArrangersMandated Lead Arranger, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original originally party hereto as a Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer (the subject of such Transfer Certificate) and to that extent the each Transaction Agent, the Arrangers Mandated Lead Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 25.2 (Conditions of Assignment and Transfer) an assignment or transfer) a and transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the Discharged Rights rights, obligations and Obligations claims among the Obligors and the Existing Lender only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iiiii) the Facility Agent, the Security Agent, the Mandated Lead Arrangers, the New Lender and Lender, the other Lenders and any relevant Issuing Banks shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, claims and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent, the Mandated Lead Arrangers, any relevant Issuing Banks and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iviii) the New Lender shall become a Party as a “Lender”"LENDER".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 26.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 26.14 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Borrower Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Transaction Obligor and the Existing Lender;; 101 EUROPE/78925568v7 (iii) the Facility Agent, the ArrangersSecurity Agent, the Mandated Lead Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent, the Mandated Lead Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions Borrower consent) and Clause 24.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 24.10 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender;; APJ/MSXM/076001.00588/1023271103.9Page 82 (iii) the Agent, the ArrangersNew Lender, the New Lender and other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (aA) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) 23.3 a transfer is effected in accordance with paragraph (bB) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable by the later of (i) the fifth Business Day after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of this Agreement and (ii) the Finance DocumentsTransfer Date specified in that Transfer Certificate, execute that Transfer Certificate. (bB) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original a Lender at the date of this Agreement with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party party to this Agreement as a “"Lender”". (C) In the case of an assignment, the New Lender shall ensure that the relevant transfer agreement is notified by bailiff (huissier) to the Parent and Havas Advertising International S.A. in accordance with article 1690 of the French Civil Code.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date:Date:- (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Expanded Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Expanded Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the ArrangersSecurity Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “"Lender”" and entitled to the benefits of any other Expanded Finance Document entered into by the Agent and/or Security Trustee on behalf of the Lenders.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 19.3 (Conditions of assignment Assignment or transfer) Transfer), a transfer is effected in accordance with paragraph (b) below when the Agent Non-Transferring Lender executes an otherwise duly completed Transfer Certificate delivered to it them by the Existing Lender and the New Lender. The Agent Non-Transferring Lender shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Non-Transferring Lender shall only be obliged to execute a Transfer Certificate delivered to them by the Existing Lender and the New Lender once they are satisfied that they have complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment of such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of Documents, the Borrower Company and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Company and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower the Company and the New Lender have assumed and/or acquired the same in place of that Borrower the Company and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders the Non-Transferring Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender Bank and the New LenderBank. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Bank and the New Bank once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Bank. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender Bank seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the New Lender Bank shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender Bank have assumed and/or acquired the same in place of that Borrower Obligor and the Existing LenderBank; (iii) the Agent, the Arrangers, the New Lender Bank and other Lenders Banks shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender Bank been an Original Lender Bank with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender Bank shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender Bank shall become a Party as a “Lender”"Bank".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender and the Agent makes a corresponding entry in the Register pursuant to Clause 26.9 (The Register). The Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer CertificateCertificate and make such corresponding entry in the Register. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender and make a corresponding entry in the Register once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the ArrangersArranger, the Security Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; (iv) the benefit of each Security Document shall be maintained in favour of the New Lender; and (ivv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions Borrower consent) and Clause 24.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 24.10 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender;; APJ/076001.00588/98366820.7Page 81 (iii) the Agent, the ArrangersNew Lender, the New Lender and other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment Assignment or transferTransfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate (in triplicate) delivered to it the Facility Agent by not less than five Business Days prior to the proposed Transfer Date by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. The Facility Agent shall as soon as practical send a copy of such executed Transfer Certificate to the Borrower. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersJointed Coordinators, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Jointed Coordinators and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 20.3 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf, (b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender. (bc) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights rights, benefits and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Company and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Company and the New Lender shall assume obligations towards one another and/or acquire rights and benefits against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower the Company and the New Lender have assumed and/or acquired the same in place of that Borrower the Company and the Existing Lender; (iii) the Facility Agent, the ArrangersSecurity Agent, the New Lender and Lender, the other Lenders and each Hedge Counterparty shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent, each Hedge Counterparty and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the Existing Lender shall cease to be a Party as a “Lender” and the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to this Clause 23 (Changes to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) Finance Parties), a transfer is effected on the Transfer Date in accordance with paragraph (bc) below when the Agent New Lender and Existing Lender executes an otherwise duly completed Transfer Certificate Certificate, and a Recognition Deed is executed by each other Party (including the Security Trustee) and delivered to it by the Existing Lender and the New LenderLender to the Lenders. The Agent Subject to this Clause 23 (Changes to the Finance Parties), the Lender shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and Recognition Deed appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documents, execute that Transfer Certificatethis Agreement. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangers, Finance Parties and the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) if the New Lender is not already a Party as “Lender”, the New Lender shall become a Party as a “Lender”. (c) A transfer will only be effective if the procedure set out in this Clause 23.3 (Procedure for Transfer) is complied with. (d) On the Transfer Date, the Existing Lender shall notify the Security Trustee to update the Register to reflect the transfer of corresponding Loan Notes and, if applicable, the details of the New Lender. The Security Trustee shall, as soon as reasonably practical upon being notified, update the Register and notify the Borrower thereof.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it no less than five Business Days before the proposed Transfer Date by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against 49173559_13 one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Agent, the ArrangersSecurity Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”". (d) The procedure set out in this Clause 22.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph sub-clause (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of or a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender;. (iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 30.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender upon its completion of all "know your customer" or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender. (c) Subject to Clause 30.10 (Pro rata Interest Settlement) on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights rights, benefits and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights and benefits against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the Security Agent, the New Lender and Lender, the other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arrangers, the Security Agent and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 27.2 (Conditions of assignment Assignment or transferTransfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other checks relating to any person that it is required to carry out in relation to the assignment to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, each L/C Bank, the ArrangersSecurity Trustee, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Trustee, each L/C Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the each Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 27.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Borrower Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Transaction Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersSecurity Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in this Clause 22.2 (Conditions of assignment or transfer) 24 a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents by novation, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another (other than under the Notes and the Loans they represent) shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Mandated Lead Arrangers, and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to assign or transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Arrangerseach Administrative Party, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Administrative Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”. d) For the avoidance of doubt, the Parties agree that a transfer effected in accordance with this Clause 26.5 shall constitute a novation within the meaning of Articles 1271 et seq. of the French Civil Code, provided that, notwithstanding any such novation, all the rights (including in relation to Security) of the secured parties against the Obligors shall be maintained.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 Clauses 29.2 (Stapling) and 29.3 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 29.11 (Pro rata interest settlement) on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, each Mandated Lead Arranger, the ArrangersSecurity Agent, the New Lender, the other Lenders, the Issuing Bank and any relevant Ancillary Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, each Mandated Lead Arranger, the Arrangers Security Agent, the Issuing Bank and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (ai) Subject to the conditions set out in Clause 22.2 35.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bii) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (bii) On the Transfer Date: (iA) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation assignment and assumption its rights (the "Transferred Rights") and obligations (the "Transferred Obligations") under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and Kronos Denmark and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being in respect of the “Discharged Rights and Obligations”)Transaction Security; (iiB) the Transferred Rights of the Existing Lender shall be transferred to the New Lender and the Transferred Obligations of the Existing Lender shall be assumed by the New Lender so that each of the Borrower Obligors and Kronos Denmark and the New Lender shall assume have those obligations and/ or rights towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower and the New Lender have assumed and/or acquired the same in place of that Borrower and the Existing Lenderanother; (iiiC) the Agent, the ArrangersMandated Lead Arranger, the Security Agent, the New Lender and Lender, the other Lenders and the Fronting Bank shall acquire have the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had, had the New Lender been an Original Lender with the rights and/or obligations acquired transferred to or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and Mandated Lead Arranger, the Existing Lender and the Fronting Bank shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (ivD) the New Lender shall become a Party as a “"Lender”". For the avoidance of doubt it is hereby agreed that the benefit of the guarantees and indemnities granted pursuant to Clause 29 (Guarantee and Indemnity) and the benefit of each of the Security Documents shall be transferred to the New Lender following a transfer pursuant to this Clause 35.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 20.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Facility Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an the Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”. (d) The procedure set out in this Clause 20.4 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any applicable laws or regulations applicable thereto, provide for or require a different means of assignment or transfer of such right or obligation or prohibit or restrict any assignment or transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment or transfer or each condition of any applicable restriction shall have been satisfied.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”"LENDER".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of that the Borrower and the Existing Lender; (iii) the Facility Agent, the ArrangersMandated Lead Arranger, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Mandated Lead Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable (but, in any event, no earlier than five Business Days) after receipt by it of a duly completed Transfer Certificate Agreement appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer CertificateAgreement. (b) On The Facility Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender. (c) By virtue of the execution of a Transfer Agreement, as from the Transfer Date: (i) to the extent that in the Transfer Certificate Agreement the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Financing Documents each of the Borrower and the Existing Lender shall be released discharged to the extent provided for in the Transfer Agreement from further obligations towards one another the Borrower and the other Finance Parties under the Finance Financing Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each the rights and obligations of the Existing Lender with respect to the Borrower and shall be transferred to the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from Lender, to the Discharged Rights and Obligations only insofar as that Borrower and extent provided for in the New Lender have assumed and/or acquired the same in place of that Borrower and the Existing LenderTransfer Agreement; (iii) the Facility Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire have the same rights and assume the same obligations between themselves as they would have acquired and assumed had had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by to which it is entitled and subject as a result of the transfer and to that extent the Facility Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Financing Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 27.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 27.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Borrower Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Transaction Obligor and the Existing Lender; (iii) the Facility Agent, the Security Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Arrangers and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions Parent consent) and Clause 22.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender and the Agent makes a corresponding entry in the Register pursuant to paragraph (g) of Clause 26.3 (Duties of the Agent). The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender and make a corresponding entry in the Register once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions Borrower consent) and Clause 24.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 24.10 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender;; DocuSign Envelope ID: 9280C6A2-0B54-4105-ADC3-B64316B92B07 (iii) the Agent, the ArrangersNew Lender, the New Lender and other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 24.9 (Pro rata interest settlement), the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the ArrangersMandated Lead Arranger, the New Lender and Lender, the other Lenders and the Fronting Bank shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Mandated Lead Arranger, the Fronting Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (aA) Subject to the conditions set out in Clause 22.2 clause 38.2 (Conditions of assignment and transfer or transferchange in Facility Office) a transfer is effected in accordance with paragraph (bB) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer CertificateCertificate on behalf of the other Finance Parties and the Obligors as well as itself, and notify Kosmos of the date of the transfer and name of the New Lender. Each Finance Party and each Obligor irrevocably authorises the Facility Agent to sign such a Transfer Certificate on its behalf. (bB) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the Arrangerseach Mandated Lead Arranger, the New Lender and the other Lenders Finance Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers such Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Transaction Obligor and the Existing Lender; (iii) the Agent, the ArrangersSecurity Agent, the MLAB, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Agent, the MLAB and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “"Lender”". (d) The procedure set out in this Clause 23.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bclause 24.5(b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) , to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents this Agreement: (i) each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the AgentTransaction Agents, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves under this Agreement, and by reason of the security trust established in relation to the Security Documents in respect of the Security Property, as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Transaction Agents, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender” for the purposes of all the Finance Documents. (c) On the Transfer Date, to the extent that in the Assignment Agreement the Existing Lender seeks to assign its right and be released from its obligations under the Finance Documents: (i) the Existing Lender shall assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement; (ii) the Existing Lender shall be released from further obligations towards the Obligors and the other Finance Parties under the Finance Documents and rights of the Obligors and the other Finance Parties against the Existing Lender under the Finance Documents shall be cancelled (being the Discharged Obligations) (but the obligations owed by the Obligors under the Finance Documents shall not be released); (iii) the New Lender shall assume obligations towards each of the Obligors, and the Obligors shall acquire rights against the New Lender, which differ from the Discharged Obligations only insofar as the New Lender has assumed the same in place of the Existing Lender; (iv) the other Finance Parties and the New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the AgentSecurity Trustee, the Arrangers and the Existing Lender and the other Finance Parties shall each be released from further obligations to each other under the Finance Documents; and (ivv) the New Lender shall become a Party to the Finance Documents as a “Lender”” and will be bound by obligations equivalent to the Discharged Obligations.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender and Lender, the other Lenders and the Issuing Bank shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Agent and the Issuing Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “"Discharged Rights and Obligations”"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Facility Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the each Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 27.2 (Conditions of assignment Assignment or transferTransfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender and the Agent makes a corresponding entry in the Register (as defined in Clause 27.9 (The Register)) pursuant to Clause 27.9. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iii) the Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) 26.5.1 Subject to the conditions set out in Clause 22.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below Clause 26.5.3 when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, shall as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer Certificate. (b) 26.5.2 The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. 26.5.3 On the Transfer Date: (iA) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (iiB) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower Obligor and the Existing Lender; (iiiC) the Agent, the Arrangers, existing Finance Parties and the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers existing Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (ivD) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) 25.4.1 Subject to the conditions set out in Clause 22.2 clause 25.2 (Conditions of assignment cessions, assignments or transfertransfers) a transfer is effected in accordance with paragraph (b) below clause 25.4.3 when the Agent executes an otherwise duly completed Transfer Certificate and Accession Undertaking delivered to it by the Existing Lender and and/or the New LenderLender as the case may be. The Facility Agent shall, subject to clause 25.4.2 as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and Accession Undertaking appearing on its face to comply with the terms of the Finance Documents this Agreement and delivered in accordance with the terms of the Finance Documentsthis Agreement, execute that Transfer CertificateCertificate and Accession Undertaking. (b) 25.4.2 The Facility Agent shall only be obliged to execute a Transfer Certificate and Accession Undertaking delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. 25.4.3 On the Transfer Date: (i) 25.4.3.1 to the extent that in the Transfer Certificate and Accession Undertaking the Existing Lender seeks to transfer by novation cession and delegation its rights and obligations under the Finance Documents each of the Borrower Borrowers and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) 25.4.3.2 each of the Borrower Borrowers and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Borrower and the New Lender have assumed and/or acquired the same in place of that Borrower and the Existing Lender; (iii) 25.4.3.3 the Facility Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original a Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) 25.4.3.4 the New Lender shall become a Party as a “Lender”.