Common use of Assignment and Novation Clause in Contracts

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely to a transferee all or some of our rights, title, interests, benefits, obligations and liabilities under this Agreement and/or under any instrument(s) and/or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee; (b) We shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferred; and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC PC account and/or your Joint PC account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely to a transferee all or some of our rights, title, interests, benefits, obligations and obligationsand liabilities under this Agreement and/or under any instrument(s) and/or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC PC account and/or your Joint PC account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee; (b) We shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferred; and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC PC account and/or your Joint PC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC CRCS account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely absolutely to a transferee all or some of our rights, title, interests, benefits, obligations and liabilities under this Agreement and/or under any instrument(s) and/or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC CRCS account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our our assigned or transferred rights, title, interests and benefits benefi ts thereunder shall be transferred to and assumed by the transferee; (b) We we shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We we shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The the transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferred; and (e) Any any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC CRCS account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) ), which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely reasonably to a transferee all or some of our rights, title, interests, benefits, obligations and liabilities under this Agreement and/or under any instrument(s) and/or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee;, (b) We shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder;, (c) We shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred;, (d) The transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferred; transferred and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree to any novation of this RCPL Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC account RCPL and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely to a transferee all or some of our rights, title, interests, benefits, obligations and liabilities under this RCPL Agreement and/or under any instrument(s) and/or and/ or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC account RCPL and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee; (b) We we shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We we shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The the transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we have assigned or transferred; and (e) Any any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC account RCPL and/or any of your account(s) with us, any facilities and services available thereunder, this RCPL Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree to any novation of this RCPL Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC account RCPL and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely absolutely to a transferee all or some of our rights, title, interests, benefits, obligations and liabilities under this RCPL Agreement and/or under any instrument(s) and/or and/ or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC account RCPL and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our our assigned or transferred rights, title, interests and benefits thereunder there under shall be transferred to and assumed by the transferee; (b) We we shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We we shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The the transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we have assigned or transferred; and (e) Any any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC account RCPL and/or any of your account(s) with us, any facilities and services available thereunder, this RCPL Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) ), which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree 37.1 Subject to any novation the remaining provisions of this Clause 37 (Assignment and Novation), neither Party may sublicense or assign this Agreement or any of its rights or obligations under this Agreement (including the benefit of any receivable arising under this Agreement) to a Person other than an Affiliate without the prior written consent of the other Party (acting in its sole discretion), and any other agreement, document, assurance such consent shall not (and guarantee in connection therewith or with your CRC account and/or shall not be deemed to) relieve the assigning Party of any of your account(sits obligations or liabilities to the other Party under or pursuant to this Agreement. Subject to the remaining provisions of this Clause 37 (Assignment and Novation), any purported assignment without a consent shall be void. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) with us and/or IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 37.2 GSK shall be entitled at any facilities time by notice in writing to the Purchaser: (A) to assign the whole or any part of the benefit of, or its rights and services available thereunder benefits under; or (B) to novate the whole or securing your obligations thereunderany part of the benefit and burden of, and irrevocably agree that we are entitled to and may assign or transfer reasonablely to a transferee all or some of our its rights, title, interests, benefits, obligations and liabilities under burdens under, this Agreement and/or under to (i) any instrument(sAffiliate (including any Nominated Manufacturer or Nominated Supplier); or (ii) and/or any other agreementa Third Party purchaser of the Manufacturing Site, document, assurance and/or guarantee provided that in connection therewith and/or with your CRC account and/or any the absence of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such a novation, GSK shall remain liable to the Purchaser in its capacity as principal obligor. In the event that GSK assigns or novates this Agreement to a Third Party purchaser of the Manufacturing Site, then at any time in the [***] period commencing on the date on which GSK notifies the Purchaser of such assignment or transfer may be effected by our delivering novation, the Purchaser shall have the right to you a notice to that effect whereuponelect in writing to: (ai) Our assigned terminate this Agreement with effect from the later of (1) the date of such election in writing and (2) the effective date of such assignment or transferred rightsnovation; and (ii) provided that the Purchaser terminates this Agreement, titleinitiate a Technology Transfer pursuant to Clause 31 (Technology Transfer), 37.3 Following any assignment or novation pursuant to Clause 37.2, interests all references in this Agreement to GSK shall be deemed, where appropriate, to include GSK’s assigns. 37.4 The Purchaser shall, on being required to do so by GSK, execute or procure the execution of all documents which GSK may reasonably consider necessary to effect the novation (in whole or in part) of this Agreement pursuant to Clause 37.2. 37.5 The Purchaser shall be entitled at any time by notice in writing to GSK: (A) to assign in whole (but not in part) the benefit of, or its rights and benefits thereunder shall be transferred to and assumed by the transferee;under; or (bB) We shall thereafter be fully discharged to novate in whole (but not in part) the benefit and released from our assigned burden of, or transferred obligations and liabilities thereunder; (c) We shall retain all its rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferred; and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC account and/or any of your account(s) with us, any facilities and services available thereunderburdens under, this Agreement to (i) any Affiliate; or securing your obligations thereunder may (ii) a Third Party purchaser of all or substantially all of the business or assets of the Purchaser to which this Agreement relates, provided that in the absence of a novation, the Purchaser shall remain liable to GSK in its capacity as principal obligor. In the event that the Purchaser assigns or novates this Agreement to a Third Party purchaser of all or substantially all of the business or assets of the Purchaser to which this Agreement relates, then at any time in the six (6) month period commencing on the date on which the Purchaser notifies GSK of such assignment or novation, GSK shall have the right to elect in writing to terminate this Agreement with effect from the later of (1) the date of such election in writing and (2) the effective date of such assignment or novation. 37.6 Following any assignment or novation pursuant to Clause 37.5, all references in this Agreement to the Purchaser shall be relied and acted upon deemed, where appropriate, to include the Purchaser’s assigns. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 37.7 GSK shall, on being required to do so by the assignee Purchaser, execute or transferee as if given by you procure the execution of all documents which the Purchaser may reasonably consider necessary to effect the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect novation (in relation thereto. You also hereby irrevocably and unconditionally undertake whole) of this Agreement pursuant to execute and sign any document (if any) which may be required to give effect to the foregoingClause 37.5.

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC PC account and/or your Joint PC account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely to a transferee all or some of our rights, title, interests, benefits, obligations and obligationsand liabilities under this Agreement and/or and/ or under any instrument(s) and/or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC PC account and/or your Joint PC account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee; (b) We shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferred; and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC PC account and/or your Joint PC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree 36.1 Subject to any novation the remaining provisions of this Clause 36 (Assignment and Novation), neither Party may sublicense or assign this Agreement or any of its rights or obligations under this Agreement (including the benefit of any receivable arising under this Agreement) to a Person other than an Affiliate without the prior written consent of the other Party (acting in its sole discretion), and any other agreement, document, assurance such consent shall not (and guarantee in connection therewith or with your CRC account and/or shall not be deemed to) relieve the assigning Party of any of your account(sits obligations or liabilities to the other Party under or pursuant to this Agreement. Subject to the remaining provisions of this Clause 36 (Assignment and Novation), any purported assignment without a consent shall be void. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) with us and/or IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 36.2 GSK shall be entitled at any facilities time by notice in writing to the Purchaser: (A) to assign the whole or any part of the benefit of, or its rights and services available thereunder benefits under; or (B) to novate the whole or securing your obligations thereunderany part of the benefit and burden of, and irrevocably agree that we are entitled to and may assign or transfer reasonablely to a transferee all or some of our its rights, title, interests, benefits, obligations and liabilities under burdens under, this Agreement and/or under to (i) any instrument(sAffiliate (including any Nominated Manufacturer or Nominated Supplier); or (ii) and/or any other agreementa Third Party purchaser of the Manufacturing Site, document, assurance and/or guarantee provided that in connection therewith and/or with your CRC account and/or any the absence of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such a novation, GSK shall remain liable to the Purchaser in its capacity as principal obligor. In the event that GSK assigns or novates this Agreement to a Third Party purchaser of the Manufacturing Site, then at any time in the [***] period commencing on the date on which GSK notifies the Purchaser of such assignment or transfer may be effected by our delivering novation, Purchaser shall have the right to you a notice to that effect whereuponelect in writing to: (ai) Our assigned terminate this Agreement with effect from the later of (1) the date of such election in writing and (2) the effective date of such assignment or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee; (b) We shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferrednovation; and (eii) Any acknowledgement provided that the Purchaser (including but not limited to risk disclosure statements and acknowledgements), information unless otherwise agreed with GSK) also terminates any agreement with GSK (including but not limited to information provided or any of its Affiliates) in respect of risk profilingthe manufacture at the Manufacturing Site and supply of tapinarof products for Commercialisation with effect from the same date as this Agreement, initiate a Technology Transfer pursuant to Clause 30 (Technology Transfer), 36.3 Following any assignment or novation pursuant to Clause 36.2, instruction, order, direction, mandate or authority given by you to us all references in relation to your CRC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may to GSK shall be relied and acted upon by the assignee or transferee as if given by you deemed, where appropriate, to the assignee or transferee and include GSK’s assigns. 36.4 The Purchaser shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be on being required to give do so by GSK, execute or procure the execution of all documents which GSK may reasonably consider necessary to effect the novation (in whole or in part) of this Agreement pursuant to the foregoingClause 36.2.

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely to a transferee all or some of our rights, title, interests, benefitsbenefits, obligations and liabilities under this Agreement and/or under any instrument(s) and/or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our assigned or transferred rights, title, interests and benefits benefits thereunder shall be transferred to and assumed by the transferee; (b) We shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We shall retain all rights, title, interests, benefitsbenefits, obligations and liabilities not so assigned or transferred; (d) The transferee shall thereafter be bound by identical rights, title, interests, benefitsbenefits, obligations and liabilities thereunder which we assigned or transferred; and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profilingprofiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree to any novation of this RCPL Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC account RCPL and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely absolutely to a transferee all or some of our rights, title, interests, benefits, obligations and liabilities under this RCPL Agreement and/or under any instrument(s) and/or and/ or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC account RCPL and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee; (b) We we shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We we shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The the transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we have assigned or transferred; and (e) Any any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC account RCPL and/or any of your account(s) with us, any facilities and services available thereunder, this RCPL Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC account Account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely absolutely to a transferee all or some of our rights, title, interests, benefits, obligations and liabilities under this Agreement and/or under any instrument(s) and/or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC account Account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our assigned or transferred rights, title, interests and benefits thereunder shall will be transferred to and assumed by the assignee or transferee; (b) We shall will thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We shall will retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The assignee or transferee shall will thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferred; and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC account Account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shallwill, unless and until revoked or cancelled, apply and have effect in relation theretoto your CRC Account. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing. f) The terms and conditions contained in this Agreement is binding upon, and enure to your benefit and the benefit of, your estate, heirs, personal representatives, successors in title and/or any other person deriving title under them except that you may not assign your rights or obligations hereunder.

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely reasonably to a transferee all or some of our rights, title, interests, benefits, obligations and liabilities under this Agreement and/or under any instrument(s) and/or any other agreementand/oranyotheragreement, document, assurance and/or guarantee and/orguarantee in connection therewith and/or with your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee;, (b) We shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder;, (c) We shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred;, (d) The transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferred; transferred and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree 11.1. This clause 11.1 constitutes your express consent to any novation of this whole Agreement and any other agreementagreements, documentdocuments, assurance warranties, services and guarantee in connection therewith or with facilities related to your CRC User’s account and/or any of and the Website. This clause 11.1 constitutes your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree express consent that we We are entitled to and may assign or transfer reasonablely to a transferee all or some of our rights, title, interests, benefits, obligations and liabilities under this whole Agreement and/or under any instrument(s) and/or and any other agreementagreements, documentdocuments, assurance and/or guarantee in connection therewith and/or with warranties, services and facilities related to your CRC User’s account and/or any of and the Website. This clause 11.1 constitutes your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree express consent that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our 11.1.1. our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee; (b) We 11.1.2. the transferee, by virtue of the novation, shall thereafter undertake to comply with this Agreement in substitution for Us and undertake to be fully discharged and released from our assigned or transferred obligations and liabilities thereunderbound by it in every way as if it had been an original party to it; (c) 11.1.3. We shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The 11.1.4. the transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we have assigned or transferred; and (e) Any acknowledgement (including but not limited 11.1.5. any acknowledgment, information, authority or right given to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given Us by you to us in relation to your CRC account and/or any of your account(s) with usUser’s account, intellectual property, any services and facilities and services available thereunder, in accordance with this whole Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. 11.2. You also hereby irrevocably If a competent court or tribunal does not accept clause 11.1 as novating this Agreement, it will be novated pursuant to this clause 11.2. The novation will be on the terms set out in Clause 11.1 and unconditionally undertake to execute and sign any document (if any) will take effect as constituted on the earliest of the following dates accepted by such competent court or tribunal: 11.2.1. the date on which may be required to give effect you make a subsequent payment under this Agreement; 11.2.2. the date on which you subsequently upload a Model or its preview to the foregoingWebsite Database; 11.2.3. the date on which you subsequently download a Model from the Website Database; 11.2.4. the date on which you subsequently post or comment on the Website; 11.2.5. the date on which you subsequently provide a notice, related to protection of Intellectual Property Rights; 11.2.6. the date on which you subsequently require assistance at Protection of Intellectual Property Rights; 11.2.7. the date on which you subsequently edit or change your User’s account data.

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely reasonably to a transferee all or some of our rights, title, interests, benefitsbenefits, obligations and liabilities under this Agreement and/or under any instrument(s) and/or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our assigned or transferred rights, title, interests and benefits benefits thereunder shall be transferred to and assumed by the transferee;, (b) We shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder;, (c) We shall retain all rights, title, interests, benefitsbenefits, obligations and liabilities not so assigned or transferred;, (d) The transferee shall thereafter be bound by identical rights, title, interests, benefitsbenefits, obligations and liabilities thereunder which we assigned or transferred; transferred and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profilingprofiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree to any novation of this RCPL Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC account RCPL and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely to a transferee all or some of our rights, title, interests, benefitsbenefits, obligations and liabilities under this RCPL Agreement and/or under any instrument(s) and/or and/ or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC account RCPL and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our our assigned or transferred rights, title, interests and benefits benefits thereunder shall be transferred to and assumed by the transferee; (b) We we shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We we shall retain all rights, title, interests, benefitsbenefits, obligations and liabilities not so assigned or transferred; (d) The the transferee shall thereafter be bound by identical rights, title, interests, benefitsbenefits, obligations and liabilities thereunder which we have assigned or transferred; and (e) Any any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profilingprofiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC account RCPL and/or any of your account(s) with us, any facilities and services available thereunder, this RCPL Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely to a reasonably toa transferee all or some of our ofour rights, title, interests, benefits, obligations and liabilities under this Agreement and/or under any instrument(s) and/or and/ or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or and/ or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee;, (b) We shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder;, (c) We shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (dtransferred,(d) The transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferred; transferred and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC PC account and/or your Joint PC account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely absolutely to a transferee all or some of our rights, title, interests, benefits, obligations and obligationsand liabilities under this Agreement and/or under any instrument(s) and/or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC PC account and/or your Joint PC account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee; (b) We shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferred; and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC PC account and/or your Joint PC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree (A) This Agreement shall be binding upon and enure to any novation the benefit of this Agreement each party hereto and any other agreement, document, assurance its successors and guarantee in connection therewith or with your CRC account and/or any of your account(spermitted assigns. (B) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are The Borrower shall not be entitled to and may assign or transfer reasonablely to a transferee all or some any of our its rights, titlebenefits and obligations hereunder and under the other Loan Documents. (C) Any Bank (an "Existing Bank") may at any time with the prior written consent of the Agent on behalf of itself, intereststhe Issuing Bank and the Overdraft Bank assign all or any part of its rights and benefits hereunder and under the other Loan Documents to an Eligible Transferee (a "PARTICIPANT"), benefits, obligations and liabilities under this Agreement and/or under any instrument(s) and/or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereuponPROVIDED THAT: (aI) Our assigned or the Existing Bank shall retain all of its obligations hereunder and under the other Loan Documents unless such obligations are transferred rights, title, interests and benefits thereunder shall be transferred pursuant to and assumed by the transfereein accordance with subclauses (E), (F) and (G) below; (bII) We simultaneously with such assignment, the Existing Bank shall thereafter be fully discharged assign to the Participant a pro rata participation in such Bank's rights and released from our assigned or transferred obligations benefits under the Parent Loan Agreement, in accordance with the relevant terms and liabilities thereunder; (c) We shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferredconditions of the Parent Loan Agreement; and (eIII) Any acknowledgement unless the Participant is an Affiliate of the Existing Bank, the Existing Bank shall give prompt notice of such assignment and the amount thereof to the Borrower, the Agent, the other Banks, the Issuing Bank and the Overdraft Bank. (including but not limited to risk disclosure statements D) If an Existing Bank assigns all or any of its rights and acknowledgementsbenefits hereunder and under the other Loan Documents in accordance with subclause (C), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shallthen, unless and until revoked the Participant has agreed with the Agent, the Banks, the Issuing Bank and the Overdraft Bank that it shall be under the same obligations towards each of them as it would have been under if it had been a party hereto as a Bank, then the Agent, the other Banks, the Issuing Bank and the Overdraft Bank shall not be obliged to recognise such Participant as having the rights against each of them which it would have had if it had been such a party hereto. (E) Any Existing Bank may at any time novate all or cancelledany part of its Commitment hereunder and under the other Loan Documents together with all of such Bank's rights, apply benefits and have effect obligations hereunder and under the other Loan Documents (including its obligation to indemnify the Issuing Bank with respect to drawings under Collateral Instruments and its obligation to indemnify the Overdraft Bank with respect to the Overdraft) in relation thereto. You also hereby connection with such Commitment or part thereof to any Eligible Transferee (a "NEW BANK"), PROVIDED THAT: (I) except in the case of a novation to an Affiliate of the Existing Bank or to another Bank party to this Agreement, no such novation may be made without the prior written consent of the Borrower, such consent not be unreasonably withheld; (II) no such novation may be made without the prior written consent of the Agent on behalf of itself and the other Banks, the Issuing Bank and the Overdraft Bank (and for the avoidance of doubt each of the Banks (other than the Existing Bank and the New Bank), the Issuing Bank and the Overdraft Bank irrevocably and unconditionally undertake authorises the Agent to execute any Novation Agreement on its behalf), such consents not to be unreasonably withheld; (III) each such novation shall be of a constant, and sign not a varying, percentage of all the Existing Bank's rights and obligations hereunder and under the other Loan Documents; and (IV) the Existing Bank shall pay to the Agent on the Novation Date a registration fee as set forth in subclause (H). (F) If an Existing Bank wishes to novate all or any document part of its Commitment hereunder and under the other Loan Documents and its associated rights, benefits and obligations as contemplated in subclause (if anyE), then such novation shall be by effected the delivery to the Agent of a duly completed and duly executed certificate substantially in the form attached hereto as EXHIBIT B (a "NOVATION AGREEMENT"). On the date (the "NOVATION DATE") which may be required to give effect is the later of the date specified in such Novation Agreement (the "NOVATION Date") and the fifth Business Day following the date of the delivery thereof to the foregoing.Agent, or on such earlier date as the Agent may agree, to the extent of the rights and obligations specified in the Novation Agreement: (I) the Existing Lender, on the one hand, and the Borrower, the other Banks, the Agent, the Issuing Bank and the Overdraft Bank (collectively, the "EXISTING PARTIES"), on the other hand, shall be released from their obligations to each other (the "DISCHARGED OBLIGATIONS") under this Agreement and the other Loan Documents, but without prejudice to any claims that may have arisen prior to the Novation Date;

Assignment and Novation. You hereby irrevocably agree to any novation of this RCPL Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC account RCPL and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely absolutely to a transferee all or some of our rights, title, interests, benefits, obligations and liabilities under this RCPL Agreement and/or under any instrument(s) and/or any other agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC account RCPL and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee; (b) We we shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder; (c) We we shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred; (d) The the transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we have assigned or transferred; and (e) Any any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC account RCPL and/or any of your account(s) with us, any facilities and services available thereunder, this RCPL Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) ), which may be required to give effect to the foregoing.

Assignment and Novation. You hereby irrevocably agree to any novation of this Agreement and any other agreement, document, assurance and guarantee in connection therewith or with your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us and/or any facilities and services available thereunder or securing your obligations thereunder, and irrevocably agree that we are entitled to and may assign or transfer reasonablely reasonably to a transferee all or some of our rights, title, interests, benefits, obligations and liabilities under this Agreement and/or under any instrument(s) and/or any other anyother agreement, document, assurance and/or guarantee in connection therewith and/or with your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us and/or any facilities and services available thereunder and/or securing your obligations thereunder. You further irrevocably and unconditionally agree that any such novation, assignment or transfer may be effected by our delivering to you a notice to that effect whereupon: (a) Our assigned or transferred rights, title, interests and benefits thereunder shall be transferred to and assumed by the transferee;, (b) We shall thereafter be fully discharged and released from our assigned or transferred obligations and liabilities thereunder;, (c) We shall retain all rights, title, interests, benefits, obligations and liabilities not so assigned or transferred;, (d) The transferee shall thereafter be bound by identical rights, title, interests, benefits, obligations and liabilities thereunder which we assigned or transferred; transferred and (e) Any acknowledgement (including but not limited to risk disclosure statements and acknowledgements), information (including but not limited to information provided in respect of risk profiling), instruction, order, direction, mandate or authority given by you to us in relation to your CRC CUC account and/or your Joint CUC account and/or any of your account(s) with us, any facilities and services available thereunder, this Agreement or securing your obligations thereunder may be relied and acted upon by the assignee or transferee as if given by you to the assignee or transferee and shall, unless and until revoked or cancelled, apply and have effect in relation thereto. You also hereby irrevocably and unconditionally undertake to execute and sign any document (if any) which may be required to give effect to the foregoing.