Common use of Procedure for transfer Clause in Contracts

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses (c) and (d), a transfer is effected in accordance with sub-clause (b) below when the Existing Lender and the New Lender execute a duly completed Transfer Certificate or any other form of document agreed between them. (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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the New Lender shall acquire the same rights and assume the same obligations as it would have acquired and assumed had the New Lender been 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 Existing Lender shall be released from further obligations under this Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar other checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security, each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Common Security Agent, the POA 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 it they would have acquired and assumed had the New Lender been the Existing 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 Common Security Agent, the POA Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 27.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the MLABs, the Security Agent, the Secondary 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 it they would have acquired and assumed had the New Lender been the Existing 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 MLABs, the Security Agent, the Secondary Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 28.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied: (i) it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender; and (ii) that each Italian Authority has consented 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 and obligations under the Finance Documents and in respect of the Transaction Security, each of the 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 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 Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender; (iii) the Agent, the Joint 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 it they would have acquired and assumed had the New Lender been the Existing 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 Joint Mandated Lead Arrangers, the Security Agent and the Existing Lender Lenders shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 22.2 (cConditions of Assignment and Transfer) and (d), a transfer is effected in accordance with sub-clause 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 execute Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof to the Borrower if requested. (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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iiiii) the Facility Agent, the Security Agent, the Mandated Lead Arrangers, the New Lender and the other Lenders shall acquire the same rights and claims and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Security Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iviii) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and send a copy to the Company. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights rights, and obligations under the Finance Documents each of the 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, the New Lender and the other Lenders, shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses 30.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (c) 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 when as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On Subject to Clause 30.9 (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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Facility Agent, the Security Agent, each 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 it they would have acquired and assumed had the New Lender been the Existing 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 each Mandated Lead Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 27.2 (cConditions of Assignment or Transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute and the New Lender accedes to each Onshore Security Agent Appointment Agreement and each (if applicable) Transaction Security Document that is governed by Gabonese law. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) each of the existing Finance Parties and the New Lender shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as it they would have acquired and assumed had the New Lender been the Existing 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 existing Finance Parties and the Existing Lender shall each be released from further obligations to each other under this Agreement; andthe Finance Documents; (iv) the New Lender shall become a Party as a “Lender”; and (v) any transfer shall include a transfer of a proportional interest of the Swedish Transaction Security together with a proportional interest in the Swedish Security Documents.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (c) below when the COFACE Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The COFACE Agent shall, subject to paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (b) The COFACE Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the COFACE Agent, the Administrative Parties, the New Lender 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 it they would have acquired and assumed had the New Lender been the Existing 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 COFACE Agent, the Administrative Parties and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On Subject to Clause 25.9 (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 Obligors Loan 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 under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors Loan 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 Obligor Loan Party or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor Loan Party and the Existing Lender; (iii) the Agent, the Arrangers, 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 it they would have acquired and assumed had the New Lender been the Existing 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, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 26.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (c) 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 when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly unless it is satisfied that it has completed Transfer Certificate all “know your customer” and other similar procedures that it is required (or any other form of document agreed between themdeems desirable) to conduct 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors 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 Obligors 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 Obligor Party and the New Lender have assumed and/or acquired the same in place of that 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 it they would have acquired and assumed had the New Lender been the Existing 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 Mandated Lead Arrangers, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses 30.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (c) 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 when as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On Subject to Clause 30.9 (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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Facility Agent, the Security 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and send a copy to the Company. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights rights, and obligations under the Finance Documents each of the 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, the New Lender and the other Lenders, shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 242 (cConditions of assignment or transfer) and paragraph (d)b) below, a transfer is effected in accordance with sub-clause paragraph (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 this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate for itself and on behalf of each other Finance Party and each of the Borrowers and the Guarantor. (b) below when The Agent shall not execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender execute a duly unless the Agent is satisfied that it has completed Transfer Certificate all "know your customer" and other similar procedures that it is required (or any other form of document agreed between themdeems desirable) to conduct 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 and obligations under the Finance Documents Documents, each of the 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the New Lender shall acquire the same rights and assume the same obligations as it would have acquired and assumed had the New Lender been 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 Existing Lender shall be released from further obligations under this Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 23.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender, which delivery by the Existing Lender and the New Lender execute shall be no later than five (5) Business Days prior to the proposed Transfer Date specified in the Transfer Certificate. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Mandated Lead Arranger, the Security Agent, the New Lender Lender, the other Lenders and the Hedge Counterparties shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as it they would have acquired and assumed had the New Lender been the Existing an original party hereto 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 Mandated Lead Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 24.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute and the Agent makes a corresponding entry in the Register pursuant to Clause 28.18. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and make such corresponding entry in the Register. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender and make such corresponding entry in the Register 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 24.9 (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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Mandated Lead Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Mandated Lead Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses 28.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (c) 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 when as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Facility Agent, the Security Agent, the Hedge Counterparties, 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 it they would have acquired and assumed had the New Lender been the Existing 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 Hedge Counterparties, the Mandated Lead Arrangers and the Existing Lender Lenders shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 21.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents each of the Obligors 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 Obligors 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 Obligor the Company and the New Lender have assumed and/or acquired the same in place of that Obligor the Company and the Existing Lender; (iii) the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 27.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (c) 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 when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate upon its completion of all know your customer or other checks relating to any other form of document agreed between themperson 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Facility Agent, the Mandated Lead Arranger, the Borrower 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 it they would have acquired and assumed had the New Lender been the Existing 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 Mandated Lead Arranger, the Borrower Security Trustee, and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (c) below when the COFACE Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The COFACE Agent shall, subject to paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (b) The COFACE Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the NEXT Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the COFACE Agent, the Administrative Parties, the New Lender 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 it they would have acquired and assumed had the New Lender been the Existing 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 COFACE Agent, the Administrative Parties and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 23.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger, the Trustee and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 30.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (c) 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 when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate upon its completion of all “know your customer” or other checks relating to any other form of document agreed between themperson 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 and obligations under the Finance Documents and a proportional part of the Transaction Security each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Facility Agent, each Mandated Lead Arranger, and each of the Security Agent, the New Lender, the other Lenders, the Issuing Bank 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 it they would have acquired and assumed had the New Lender been the Existing 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, each Mandated Lead Arranger and each of the 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 this Agreementthe 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 sub-clauses Clause 20.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On Subject to Clause 20.9 (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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 23.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (c) 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 when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents each and in respect of the Obligors and Transaction Security the Existing Lender shall be released from further obligations towards the Borrowers (and vice versa) under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and their respective rights against one another in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors 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 Obligor Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor Borrower and the Existing Lender; (iii) the Facility Agent, the Security Agent, the JMLAs, 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 it they would have acquired and assumed had the New Lender been the Existing 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 JMLAs and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”” and a “Finance Party” for the purposes of the Finance Documents.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 22.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On Subject to Clause 22.8 (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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement delivered in accordance with the terms of this 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 21.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (bc) below when the Interim Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Interim Lender and the New Lender execute Interim Lender. The Interim Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis letter and delivered in accordance with the terms of this letter, execute that Transfer Certificate. (b) The Interim Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Interim Lender and the New Interim 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 Interim Lender. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Interim Lender seeks to transfer by novation its rights and obligations under the Finance Documents Interim Documents, each of the Obligors and the Existing Interim Lender shall be released from further obligations towards one another under the Finance Interim Documents and their respective rights against one another under the Interim Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors and the New Interim 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 Obligor or other member of the Group and the New Interim Lender have assumed and/or acquired the same in place of that Obligor and the Existing Interim Lender; (iii) the Interim Facility Agent, the Arranger, the New Interim Lender and the other Interim Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Interim Lender been the Existing Lender Underwriter with the rights and/or obligations acquired or assumed by it as a result of the transfer and and, to that extent extent, the Interim Facility Agent, the Arranger and the Existing Interim Lender shall each be released from further obligations to each other under this Agreementthe Interim Documents; and (iv) the New Interim Lender shall become a Party as a an “Interim Lender”.

Procedure for transfer. (a) 24.4.1 Subject to the conditions set out in sub-clauses Clause 24.2 (c) and (dConditions of assignment or transfer), a transfer Transfer is effected in accordance with sub-clause (b) Clause 24.4.3 below when the Existing Lender and the New Lender execute a executes an otherwise duly completed Transfer Certificate or any other form of document agreed between themCertificate. (b) 24.4.2 The Lender shall only be obliged to execute a Transfer Certificate 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. 24.4.3 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 and in respect of the Obligors Transaction Security each Borrower and each other Obligor 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 Obligors Borrower, each other 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 or that other Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor the Discharged Rights and the Existing LenderObligations; (iiic) the Lender, the Arranger and the New Lender shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as it they would have acquired and assumed had the New Lender been the Existing 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 Lender, the Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (ivd) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 25.2 (cConditions of transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, the Security Agent, the New Lender 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger, the Security Agent and the Issuing Bank and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses (c) and (d), a A transfer is effected in accordance with sub-clause 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 execute Lender. The Facility Agent shall as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 Obligors 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 Obligors 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 Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender; (iii) the Facility Agent, 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 it they would have acquired and assumed had the New Lender been the Existing 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 and the Existing Lender shall each be released from further obligations to each other under this 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 sub-clauses Clause 27.2 (cConditions of assignment or transfer) and Clause 27.6 (dRegister), a transfer is effected in accordance with sub-clause paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form of document agreed between themappearing on its face to comply with this Agreement and delivered in accordance with this 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 Documents, each of the 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Security Trustee, the Arranger, the Bookrunner, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing an 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 Security Trustee, the Arranger, the Bookrunner and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”. (c) At the time of the delivery of such the Transfer Certificate to the Agent for acceptance and registration of transfer of all or part of the Loan, or as soon thereafter as practicable, the Existing Lender shall surrender any Note evidencing such Lender’s Loans, and upon the request of the New Lender or the Existing Lender, the Borrower will, at its expense, issue one or more new Notes in the same aggregate principal amount issued to the Existing Lender and/or the New Lender in conformity with the requirements of Clause 5.5 (Notes) (with appropriate modifications).

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 21.2 (cConditions of transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 Obligors 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 Obligors 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 Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender; (iii) the Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the an 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 and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 22.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On 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 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 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 Obligor (or the Individual Guarantor, as applicable) and the New Lender have assumed and/or acquired the same in place of that Obligor (or the Individual Guarantor, as applicable) and the Existing Lender; (iii) the Agent, the Arranger, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 27.2 (cConditions of Assignment or Transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or other checks relating to any other form of document agreed between themperson 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 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Facility Agent, the Mandated Lead Arrangers, each L/C Bank, the Security Trustee, the New Lender Lender, the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as it they would have acquired and assumed had the New Lender been the Existing 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 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 this Agreementthe 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 sub-clauses Clause 26.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Security Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Trustee and the Existing Lender shall each be released from further obligations to each other under this 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 sub-clauses Clause 19.3 (c) and (dConditions of Assignment or Transfer), a transfer is effected in accordance with sub-clause paragraph (b) below when the Non-Transferring Lender executes an otherwise duly completed Transfer Certificate delivered to them by the Existing Lender and the New Lender. The 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once they are satisfied that they have complied with all necessary “know your customer” or any other form similar checks under all applicable laws and regulations in relation to the assignment of document agreed between themsuch 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 each of Documents, the Obligors 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 Obligors 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 Obligor the Company and the New Lender have assumed and/or acquired the same in place of that Obligor the Company and the Existing Lender; (iii) the New Lender and the Non-Transferring Lender shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the an Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Existing Lender shall be released from further obligations to each other under this Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 24.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;; 118798-4-1-v6.0 - 104 - 70-40539524 (iii) the Agent, the Mandated Lead Arrangers, 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 it they would have acquired and assumed had the New Lender been the Existing 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, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 22.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (c) 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 when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly unless it is satisfied that it has completed Transfer Certificate all "know your customer" and other similar procedures that it is required (or any other form of document agreed between themdeems desirable) to conduct 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors 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 Obligors 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 Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender; (iii) the Agent, the Security 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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) 24.5.1 Subject to the conditions set out in sub-clauses Clause 24.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause (b) Clause 24.5.3 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 24.5.2 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 this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. 24.5.2 The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender execute a duly completed Transfer Certificate upon its completion of all “know your customer” or other checks relating to any other form of document agreed between themperson that it is required to carry out in relation to the transfer to such New Lender. (b) 24.5.3 On the Transfer Date: (ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights rights, benefits and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iiic) the Agent, the Arranger, 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (ivd) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 22.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement delivered in accordance with the terms of this 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 Obligors 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 Obligors 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 Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender; (iii) the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iv) the New Lender shall become a Party as a “Lender.”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (c) below when the BPIAE Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The BPIAE Agent shall, subject to paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (b) The BPIAE Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the NEXT Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the BPIAE Agent, the Administrative Parties, the New Lender 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 it they would have acquired and assumed had the New Lender been the Existing 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 BPIAE Agent, the Administrative Parties and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 22.2 (cParent consent) and Clause 22.3 (d), Other conditions of assignment or transfer) a transfer is effected in accordance with sub-clause paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute 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 or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that 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 it they would have acquired and assumed had the New Lender been the Existing 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 this Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses 30.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (c) 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 when as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On Subject to Clause 30.9 (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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Facility Agent, the Security Agent, each 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 it they would have acquired and assumed had the New Lender been the Existing 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 each Mandated Lead Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses clause 23.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (bd) below when the Existing Lender and executes an otherwise duly completed Transfer Certificate by the New Lender. The Existing Lender execute shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the New Lender shall acquire the same rights and assume the same obligations in respect of the Transaction Security as it they would have acquired and assumed had the New Lender been 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 Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (c) below when the BPIAE Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The BPIAE Agent shall, subject to paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (b) The BPIAE Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the NEXT Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;; 0080105-0000405 PA:20488617.7 143 (iii) the BPIAE Agent, the Administrative Parties, the New Lender 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 it they would have acquired and assumed had the New Lender been the Existing 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 BPIAE Agent, the Administrative Parties and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 23.2 (cBorrower consent) and Clause 23.3 (d), Other conditions of assignment or transfer) a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On 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 Obligors 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, the Security Agent, the New Lender Lender, and the other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, the Security Trustee, the New 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger, the Security Trustee, the Existing Lender and any relevant Ancillary Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause 25.5(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 25.5(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 this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (b) below when The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender execute a duly completed Transfer Certificate upon its completion of all “know your customer” or other checks relating to any other form of document agreed between themperson 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 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arrangers, 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 27.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;; 0081727-0000042 SN:12155633.21 139 (iii) the Agent, the MLABs, the Security Agent, the Secondary 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 it they would have acquired and assumed had the New Lender been the Existing 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 MLABs, the Security Agent, the Secondary Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 26.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute 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 or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 25.2 (cConditions of Assignment and Transfer) an assignment and (d), a transfer is effected in accordance with sub-clause 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 execute Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iiiii) the Facility Agent, the Security Agent, the Mandated Lead Arrangers, the New Lender Lender, the other Lenders and any relevant Issuing Banks shall acquire the same rights and claims and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 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 this Agreement; and (iviii) the New Lender shall become a Party as a “Lender”"LENDER".

Procedure for transfer. (a) 26.5.1 Subject to the conditions set out in sub-clauses Clause 26.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause (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 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 this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (b) 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iiiC) the existing Finance Parties and the New Lender shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 existing Finance Parties and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (ivD) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 27.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (c) 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 when as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security, each of the 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 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 Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender; (iii) the Facility Agent, the Security 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 it they would have acquired and assumed had the New Lender been the Existing 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 Mandated Lead Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 23.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly unless it is satisfied that it has completed Transfer Certificate all "know your customer" and other similar procedures that it is required (or any other form of document agreed between themdeems desirable) to conduct 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender; (iii) the Agent, the Security 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 it they would have acquired and assumed had the New Lender been the Existing 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 MLAB and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses clause 24.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause (b24.5(b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Transaction Agents, the Arranger, 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 it they would have acquired and assumed had the New Lender been the Existing 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 this Agreementthe 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 Security Trustee, the Existing Lender and the other Finance Parties shall each be released from further obligations to each other under the Finance Documents; and (v) 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 sub-clauses Clause 30.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (c) 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 when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate upon its completion of all “know your customer” or other checks relating to any other form of document agreed between themperson 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 its Notes and the Loans they represent and transfer by novation its other rights and obligations under the Finance Documents Documents, each of the 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 (other than under the Notes) shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agents, the Mandated Lead Arrangers, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Mandated Lead Arrangers, the other Lenders and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 21.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement delivered in accordance with the terms of this 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 Obligors 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 Obligors 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 Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender; (iii) the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Security Trustee and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 25.2 (Conditions of assignment or transfer) a transfer by the Existing Lender of any or all of its rights and obligations under this Agreement to the New Lender is effected on the Transfer Date in respect of such transfer in accordance with paragraph (c) and (d), a transfer is effected in accordance with sub-clause (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute (in respect of such transfer). The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 similar checks under all applicable laws and regulations in relation to the transfer to such New Lender (the subject of such Transfer Certificate). (c) On the Transfer DateDate in respect of a transfer by the Existing Lender to the New Lender: (i) to the extent that in the Transfer Certificate relating to such transfer the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents this Agreement, each of the 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 under this Agreement shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Facility Agent, the Mandated Lead Arranger, the Security Agent, the New Lender Lender, the other Lenders and the Hedge Counterparties shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the such transfer and to that extent the Facility Agent, the Mandated Lead Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 25.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 23.2 (Conditions of assignment, transfer or sub-clauses (cparticipation or change in Facility Office) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 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 Party and each Obligor irrevocably authorises the Agent to sign such a Transfer Certificate 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents each of the 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that 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 it they would have acquired and assumed had the New Lender been the Existing 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 this Agreementthe 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 sub-clauses (c) and (d), this Clause 28 a transfer is effected in accordance with sub-clause paragraph (b) below when the Agent and the Borrower execute an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent and the Borrower shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate, provided that the transfer must comply with Clause 28.2 (Conditions of transfer). (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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, the Security Trustee, the Technical Bank, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”. (c) Notwithstanding anything to the contrary in this Clause 28, the rights of the Lenders to make assignments or transfers of, and grant participations in, any or all of its Commitments, Ancillary Commitments, any Utilisation or utilisation under any Ancillary Facility, or any interest therein, herein or in any other Liabilities owed to any such Lender, shall be subject to the same conditions as those governing transfers set out in Clause 28.1 (Transfers by the Lenders) and paragraphs (a) and (b) of Clause 28.2 (Conditions of transfer), and to the approval of any applicable gaming authorities, to the extent required by law and to the extent failure to obtain such approval could jeopardize the Casino License or any other gaming licenses of the Borrower or any of its parents or Affiliates. For the avoidance of doubt, any participations under this paragraph (c) shall mean customary funded and risk participations only.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 29.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The relevant Agent shall, subject to paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any similar other form of document agreed between themchecks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the BST Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the relevant Agent, the Mandated Lead Arranger, the Security Agent, the New 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 it they would have acquired and assumed had the New Lender been the Existing 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 relevant Agent, the Mandated Lead Arranger, the Security Agent and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses clause 23.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause 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 this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (b) below when The Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender execute a duly unless it is satisfied that it has completed Transfer Certificate all “know your customer” and other similar procedures that it is required (or any other form of document agreed between themdeems desirable) to conduct in relation to the transfer to such New Lender. (bc) On 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Transaction Agents, the Arranger, 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 it they would have acquired and assumed had the New Lender been the Existing 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 this Agreementthe 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 sub-clauses Clause 24.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that 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 it they would have acquired and assumed had the New Lender been the Existing 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, the Trustee and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 26.2 (cCONDITIONS OF ASSIGNMENT OR TRANSFER) and (d), a transfer (VERTRAGSUBERNAHME) is effected in accordance with sub-clause paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 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”"DISCHARGED RIGHTS AND OBLIGATIONS"); (ii) each of the 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 Obligor and the New Lender have assumed and/or acquired the same in place of that 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 and in respect of the Transaction Security as it they would have acquired and assumed had the New Lender been the Existing 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, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”"LENDER".

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses (c) and (d), a A transfer is effected in accordance with sub-clause 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 execute Lender. The Facility Agent shall as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 Obligors 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 Obligors 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 Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender; (iii) the Facility Agent, 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 it they would have acquired and assumed had the New Lender been the Existing 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 and the Existing Lender shall each be released from further obligations to each other under this 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); (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 may be necessary in order to effect any transfer by any Lender in accordance with Clause 22. (d) The procedure set out in this Clause 22.4 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 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 sub-clauses Clause 26.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when below, within five Business Days of receipt by it of a duly completed Transfer Certificate 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 Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender execute a duly completed Transfer Certificate upon its completion of all “know your customer” or other checks relating to any other form of document agreed between themperson 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, the Security Agent, the New 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger, the Security Agent and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”. (d) For the avoidance of doubt, the Parties agree that should any transfer effected in accordance with this Clause 26.5 be deemed to constitute a novation within the meaning of Article 1271 et seq. of the French Civil Code, the Security of the Secured Parties against the Obligors, and all rights and remedies thereunder, shall be maintained in full force and effect.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 28.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause 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 execute and the Facility Agent records the transfer in the Lender Register. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form of document agreed between themappearing on its face to comply with this Agreement and delivered in accordance with this 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 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 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 Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender; (iii) the Facility Agent, the Security 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 it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 24.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute and the Agent makes a corresponding entry in the Register pursuant to Clause 24.11 (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 or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and make such corresponding entry in the Register. (b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender and make such 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) Subject to Clause 24.9 (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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arranger, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 24.2 (cConditions of Assignment or Transfer) and Clause 24.3 (d), Other conditions of Assignment or Transfer) a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that 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 it they would have acquired and assumed had the New Lender been the Existing 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 this Agreementthe 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 sub-clauses Clause 23.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (c) 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 when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents each and in respect of the Obligors and Transaction Security the Existing Lender shall be released from further obligations towards the Borrowers (and vice versa) under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and their respective rights against one another in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors 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 Obligor Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor Borrower 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 it they would have acquired and assumed had the New Lender been the Existing 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 shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”” and a “Finance Party” for the purposes of the Finance Documents.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 23.2 (cBorrower consent) and Clause 23.3 (d), Other conditions of assignment or transfer) a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On 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 Obligors 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 Obligors 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor or BHL and the Existing Lender; (iii) the Agent, the Arranger, the Security Agent, the New Lender Lender, and the other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 22.2 (cConditions of Assignment or Transfer) and Clause 22.3 (d), Other conditions of Assignment or Transfer) a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that 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 it they would have acquired and assumed had the New Lender been the Existing 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 this Agreementthe 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 sub-clauses Clause 24.2 (cConditions of Assignment or Transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary know your customer or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security each of the 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 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 Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, 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 it they would have acquired and assumed had the New Lender been the Existing 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 Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”. (d) At the request of the Agent, and at the cost of the Company, the New Lender, the Existing Lender and the Agent and the Security Agent (if applicable) shall promptly notarise in Spain the duly completed Transfer Certificate in Spanish Public Document before a Spanish notary public and all the powers of attorney granted to the Agent shall be duly ratified as well as all public or private documents required by the New Lender to evidence the assignment and the transfer of the benefit of the Spanish Security.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 23.2 (cBorrower consent) and Clause 23.3 (d), Other conditions of assignment or transfer) a transfer is effected in accordance with sub-clause paragraph (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 paragraph (b) below when 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 this Agreement and delivered in accordance with the terms of this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On 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 Obligors 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 Obligors 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor or BHL and the Existing Lender; (iii) the Agent, the Arranger, the Security Agent, the New Lender Lender, and the other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 23.2 (cConditions of assignment or transfer) and (d), a transfer by novation and assumption (Vertragsübernahme) is effected in accordance with sub-clause paragraph (bc) below when (i) in the case of any New Lender which is not an Austrian Lender, the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute or (ii) in the case of any New Lender which is an Austrian Lender, the Agent receives (x) a duly completed Austrian Transfer Certificate delivered to it by the Existing Lender and (y) the Assignment and Transfer Fee. In the case of any New Lender which is not an Austrian Lender, the Agent shall, subject to paragraph (b) below, within five (5) Business Days after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and hold it in accordance with Clause 25.17 (Agent to hold original documents). (b) The Agent shall only be obliged to execute a Transfer Certificate or accept an Austrian Transfer Certificate, as the case may be, 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 and the Austrian Transfer Certificate, as the case may be, the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the that 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the New Lender Agent, the Mandated Lead Arranger and the other Lenders shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreement; (iv) to the extent the Transfer Date occurs on or after an Intercreditor Agreement Accession, the benefit of the Conditional Security shall be maintained in favor of the New Lender through the Security Agent; and (ivv) the New Lender shall become a Party as a “Lender”. (d) For the purposes of Article 1271 et seq of the Belgian Civil Code, the Parties agree that upon any novation under the Finance Documents, the Conditional Security, guarantees, indemnities and other undertakings created by the Finance Documents shall continue for the benefit of the Finance Parties, their successors, transferees and assignees, as the case may be.

Procedure for transfer. (a) Subject to the conditions set out in sub-clauses Clause 27.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (c) 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 when as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary “know your customer” or any other form of document agreed between themsimilar checks under all applicable laws and regulations 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 and obligations under the Finance Documents and in respect of the Transaction Security, each of the 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 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 Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender; (iii) the Facility Agent, 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 it they would have acquired and assumed had the New Lender been the Existing 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 and the Existing Lender Lenders shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 31.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (c) 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 when as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this 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 execute a duly completed Transfer Certificate once it is satisfied it has complied with all necessary "know your customer" or any other form of document agreed between themsimilar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (bc) On Subject to Clause 31.9 (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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Facility Agent, the Security Agent, each 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 it they would have acquired and assumed had the New Lender been the Existing 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 each Mandated Lead Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under this Agreementthe 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 sub-clauses Clause 25.2 (cConditions of Assignment and Transfer) an assignment and (d), a transfer is effected in accordance with sub-clause 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 execute Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate or any other form appearing on its face to comply with the terms of document agreed between themthis Agreement and delivered in accordance with the terms of this 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 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 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 Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iiiii) the Facility Agent, the Security Agent, the Mandated Lead Arrangers, the New Lender Lender, the other Lenders and any relevant Fronting Banks shall acquire the same rights and claims and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender been the Existing 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 Security Agent, the Mandated Lead Arrangers, any relevant Fronting Banks and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iviii) the New Lender shall become a Party as a “Lender”"LENDER".