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 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 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 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 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 and send a copy to the Borrower. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents 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 34.2 (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 Agreement delivered to it by the Existing Lender and the New Lender execute Lender. The Agent shall, as soon as reasonably practicable (being a minimum of five Business Days) after receipt by it of a duly completed Transfer Certificate or any other form Agreement 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 Agreement. (b) On By virtue of the execution of a Transfer Agreement, as from the Transfer Date: (i) to the extent that in the Transfer Certificate Agreement the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, the Existing Lender shall be discharged to the extent provided for in the Transfer Agreement from further obligations towards each of the Obligors and the Existing Lender shall be released from further obligations towards one another other Finance Parties under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”)Documents; (ii) each the rights and obligations of the Existing Lender with respect to the Obligors and shall be transferred to the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from Lender, to the Discharged Rights and Obligations only insofar as that Obligor and extent provided for in the New Lender have assumed and/or acquired the same in place Transfer Agreement; Table of that Obligor and the Existing Lender;Contents (iii) the Agent, the Arranger, the New Lender and other Lenders shall acquire have the same rights and assume the same obligations between themselves as it they would have acquired and assumed had, had the New Lender been the Existing an initial Lender listed in Schedule 1 with the rights and/or obligations acquired or assumed by to which it is entitled and subject as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iv) and 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 on the Transfer Date in accordance with sub-clause paragraph (b) below when provided that a duly completed Transfer Certificate is delivered to the Agent by the Existing Lender and the New Lender execute a duly completed at least five Business Days prior to the Transfer Certificate or any other form of document agreed between themDate. (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 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 Transfer shall take effect on 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 DateEffective Date so that: (iA) to the extent that in the pursuant to Clause 5.1 (Transfer Certificate the by novation) each Transferring Existing Lender seeks to transfer transfers by novation its rights and obligations under the Finance Documents to the IFC: (i) each of the Obligors and the each Transferring Existing Lender shall be released from further obligations towards one another under the Finance Documents and their Documents; and (ii) the respective rights of each of the Obligors and each Transferring Existing Lender against one another under the Finance Documents shall be cancelled cancelled, in each case to the extent of such transfer only (such release of obligations and such cancellation of rights being the “Discharged Rights and Obligations”); (iiB) except to the extent expressly varied pursuant to the terms of this Deed, each of the Obligors and the New Lender IFC 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 IFC have assumed and/or acquired the same in place of that Obligor and the that Transferring Existing Lender; (iiiC) except to the New Lender extent expressly varied pursuant to the terms of this Deed, each Finance Party and the IFC shall acquire the same rights and assume the same obligations between themselves as it they would have acquired and assumed had the New Lender IFC been the an Existing Lender with the rights and/or obligations acquired or assumed by it as a result of pursuant to the transfer Transfer and to that extent the such Finance Parties and each Transferring Existing Lender shall be released from further obligations to each other under this Agreementthe Finance Documents; and (ivD) the New Lender IFC 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 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 and send a copy to the Borrower. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents 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 (d), a transfer is effected on the Transfer Date in accordance with sub-clause paragraph (b) below when provided that a duly completed Transfer Certificate is delivered to the Agent by the Existing Lender and the New Lender execute a duly completed at least five Business Days prior to the Transfer Certificate or any other form of document agreed between themDate. (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 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 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 Agreement 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 Agreement 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 Agreement. (b) On By virtue of the execution of a Transfer Agreement, as from the Transfer Date: (i) to the extent that in the Transfer Certificate Agreement the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and Documents, the Existing Lender shall be released discharged to the extent provided for in the Transfer Agreement from further obligations towards one another each of the Borrowers and the other Finance Parties under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”)Documents; (ii) each the rights and obligations of the Obligors and Existing Lender with respect to the Borrowers shall be transferred to the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from Lender, to the Discharged Rights and Obligations only insofar as that Obligor and extent provided for in the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing LenderTransfer Agreement; (iii) the Agent, the Arranger, the New Lender and other Lenders shall acquire have the same rights and assume the same obligations between themselves as it they would have acquired and assumed had had the New Lender been the Existing an Original Lender with the rights and/or obligations acquired or assumed by to which it is entitled and subject as a result of the transfer and to that extent the 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 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 Borrowers and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); ; (ii) each of the 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 the Borrowers and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrowers 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 24.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (b) below when the Existing Lender and the New Lender execute a duly completed Transfer Certificate or any other form of document agreed between themCertificate. (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 (iviii) the New Lender shall become a Party as a the “Lender”. (c) The procedure set out in this Clause 24.4 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 19.2 (c) and (dConditions of assignment or transfer), a transfer is effected in accordance with sub-clause paragraph (b) below when the Existing Lender and the New Lender execute a duly completed Transfer Certificate or any other form of document agreed between themCertificate. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation way of transfer of contract (contractsoverneming) its rights and obligations under the Finance Documents each of the Obligors Documents, these rights and obligations will transfer from the Existing Lender shall to the New Lender (and these rights and obligations will cease to be released from further the Existing ▇▇▇▇▇▇'s rights and obligations towards one another under and will become the Finance Documents New Lender's rights and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”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 will become a Party as a “Lender”; and (iii) if all the Existing ▇▇▇▇▇▇'s rights and obligations under the Finance Documents are transferred to the New Lender, the Existing Lender will cease to be a Lender under this Agreement. (c) Each Party (other than the Existing Lender and the New Lender) cooperates in advance (verleent medewerking bij voorbaat) with any transfer made in accordance with this Clause, and irrevocably authorises the New Lender and Existing Lender: (i) to enter into and deliver any duly completed Transfer Certificate on its behalf; and (ii) to accept notice of any transfer permitted under this Clause on its behalf.

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 Lenders execute an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender execute a duly completed Transfer Certificate or any other form of document agreed between themLender. (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 (whether in connection with a syndication, securitisation or otherwise, without limit) under the Finance Documents to which it is a party each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the those Finance Documents and their respective rights against one another shall be cancelled to which it is a party (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 Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor Borrower and the Existing Lender; (iii) 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 Existing Lender shall be released from further obligations under this Agreementtransfer; 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 19.2 (cConditions of assignment) and (d), a transfer is effected in accordance with sub-clause paragraph (bc) below when the Existing Lender and the New Lender execute a an otherwise duly completed Transfer Certificate or any other form of document agreed between themCertificate. (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 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 (iviii) 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 24.2 (cConditions of assignment or transfer) and (d), a transfer is effected in accordance with sub-clause paragraph (bc) below when the Original Borrower receives a duly completed and executed Transfer Certificate delivered by the Existing Lender and the New Lender execute a duly completed Transfer Certificate or any other form of document agreed between themLender. (b) Each Party other than the Existing Lender irrevocably authorises the Lender to execute any Transfer Certificate on its behalf. (c) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents this Agreement each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents this Agreement and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the 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 (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 22.2 (c) and (dLimitation of responsibility of Existing Lenders), 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 themis delivered to the Borrower. (b) On the a 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 this Agreement 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 Calculation Agent 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 Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Calculation 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”.