Common use of Assignments or Transfers by Lenders Clause in Contracts

Assignments or Transfers by Lenders. (a) Any Lender may, at any time, assign all or any of its rights and benefits under the Relevant Finance Documents in accordance with Clause 37.6 (Assignments) or transfer all or any of its rights, benefits and obligations under the Relevant Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “New Lender”) in accordance with Clause 37.7 (Transfer Deed) provided that: (i) the prior consent of the Company is received in respect of any assignment or transfer, such consent not to be unreasonably withheld, provided that: (A) such consent shall be deemed to have been given if not declined in writing within 10 Business Days of a written request by any Lender to the Company; (B) no consent shall be required in the case of any assignment or transfer by a Lender to its Affiliate (or in the case of any Lender which constitutes a fund advised and/or managed by a common entity or an Affiliate thereof, to any other fund managed by such common entity or Affiliate) which is a Qualifying UK Lender; and (C) no consent shall be required in the case of any assignment or transfer to any New Lender at any time after the occurrence of a Major Event of Default which is continuing; and (ii) the New Lender makes one of the representations set out in paragraph 8 of the Transfer Deed and provides the Company with the information required under paragraph 9 of the Transfer Deed. (b) No Lender shall be entitled to: (i) effect any assignment or transfer: (A) in respect of any portion of its Commitment and/or Outstandings under any individual Facility in an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) (or its equivalent as at the date of such assignment or transfer); (B) which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £5,000,000 (or its equivalent as at the date of such assignment or transfer) in the Facilities, save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which customarily participates in the institutional market which would result in such entity holding an aggregate participation of at least £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) in the Facilities; or (C) in relation to its participation in the Revolving Facility other than to the extent such transfers and assignments are on a pro rata basis as between the relevant Lender’s Commitment under and participation in Outstandings under the Revolving Facility; (ii) in relation to any sub-participation of its rights and obligations under the Facilities, relinquish some or all of its voting rights in respect of the Facilities to any person in respect of any such sub-participation other than voting rights in respect of the matters referred to in paragraphs (b), (c), (d) or (e) of Clause 44.2 (Consents); or (iii) effect any assignment or transfer of any Facility to a person who is not a Qualifying UK Lender. (c) For the purposes of satisfying the minimum hold requirement set out in paragraph (b)(i) above, any participations held by funds advised and/or managed by a common entity or an Affiliate thereof may be aggregated. (d) Notwithstanding any other provision of this Agreement, the consent of each L/C Bank shall be required (such consent not to be unreasonably withheld or delayed) for any assignment or transfer of any Lender’s rights and/or obligations under the Revolving Facility provided that in relation to any assignment or transfer required by the Company under Clause 10.4 (

Assignments or Transfers by Lenders. (a) Any Lender may, at any time, assign all or any of its rights and benefits under the Relevant Finance Documents in accordance with Clause 37.6 39.4 (Assignments) or transfer all or any of its rights, benefits and obligations under the Relevant Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “New Lender”) in accordance with Clause 37.7 39.5 (Transfer DeedCertificate) without the consent of any other party provided thatthat notwithstanding any other provision of this Agreement: (a) (x) all or a portion of its Commitments (and related outstanding Facilities Obligations hereunder) and/or its Term Facility Outstandings may be transferred to (i) the prior consent its parent company and/or any affiliate of the Company such Lender or another Lender which is received in respect of any assignment at least 50 per cent. owned by such Lender or transferits parent company, such consent not to be unreasonably withheld, provided that: (Aii) such consent shall be deemed to have been given if not declined in writing within 10 Business Days of a written request by any Lender to the Company; one or more Lenders or (Biii) no consent shall be required in the case of any assignment or transfer by a Lender to its Affiliate (or in the case of any Lender which constitutes that is a fund advised and/or managed by a common entity or an Affiliate thereofthat invests in bank loans, to any other fund that invests in bank loans and is managed or advised by the same investment advisor of such common entity Lender or Affiliateby an Affiliate of such investment advisor or (y) which all, or if less than all, a portion equal to at least €1,000,000 in the aggregate for the assigning or transferring Lender(s), of such Commitments (and related outstanding Obligations hereunder) and/or its Term Facility Outstandings hereunder to one or more Eligible Institutions (treating any fund that invests in bank loans and any other fund that invests in bank loans and is managed or advised by the same investment advisor of such fund or by an Affiliate of such investment advisor as a Qualifying UK Lender; and single Eligible Institution), provided that, (Ci) no consent at such time Part I of Schedule 1 (Lenders and Commitments) shall be required in deemed modified to reflect the Commitments (and/or Term Facility Outstandings, as the case may be) of any assignment or transfer to any New such new Lender at any time after and of the occurrence of a Major Event of Default which is continuing; and existing Lenders, (ii) the New Lender makes one of the representations set out in paragraph 8 of the Transfer Deed and provides the Company with the information required under paragraph 9 of the Transfer Deed. (b) No Lender shall be entitled to: (i) effect any assignment or transfer: (A) in respect of any portion of its Commitment and/or Outstandings under any individual Facility in an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) (or its equivalent as at the date of such assignment or transfer); (B) which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £5,000,000 (or its equivalent as at the date of such assignment or transfer) in the Facilities, save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which customarily participates in the institutional market which would result in such entity holding an aggregate participation of at least £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) in the Facilities; or (C) in relation to its participation in the Revolving Facility other than to the extent such transfers and assignments are on a pro rata basis as between the relevant Lender’s Commitment under and participation in Outstandings under the Revolving Facility; (ii) in relation to any sub-participation of its rights and obligations under the Facilities, relinquish some or all of its voting rights in respect of the Facilities to any person in respect of any such sub-participation other than voting rights in respect of the matters referred to in paragraphs (b), (c), (d) or (e) of Clause 44.2 (Consents); or (iii) effect any assignment or transfer of any Facility to a person who is not a Qualifying UK Lender. (c) For the purposes of satisfying the minimum hold requirement set out in paragraph (b)(i) above, any participations held by funds advised and/or managed by a common entity or an Affiliate thereof may be aggregated. (d) Notwithstanding any other provision of this Agreement, the consent of each L/C Bank and each Swingline Facility Lender shall be required in connection with any assignment or transfer of all or any portion of Revolving Facility Commitments (which consents shall not be unreasonably withheld or delayed), (iii) in the case of assignments or transfers pursuant to clause (y) above, the consent of the Agent shall be required (such which consent shall not to be unreasonably withheld or delayed) and, so long as no Default or Event of Default then exists, the prior written consent of the Borrower shall be required (which consent shall not be unreasonably withheld or delayed). (b) At the time of each assignment pursuant to this Clause 39.3 to a person which is not already a Lender hereunder and which is not a U.S. Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes, the respective assignee or transferee Lender shall provide to the Borrower and the Agent the appropriate Internal Revenue Service Forms (and, if appropriate, the form specified in paragraph (e) of Clause 18.1 (Tax Gross-up)). (c) To the extent that an assignment pursuant to Clause 21.1 (Replacement of Lenders) and this Clause 39 would, at the time of such assignment or transfer, result in increased costs under Clauses 18 (Taxes), 19.1 (Increased Costs) or 20 (Illegality) from those being charged by the respective assigning or transferring Lender prior to such assignment or transfer, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment or transfer). At the time of any such assignment or transfer pursuant to this Clause 39.3, the assigning or transferring Lender shall furnish notice thereof to the Agent. (d) Nothing in this Agreement shall prevent or prohibit any Lender from pledging or assigning by way of security its Outstandings hereunder to a Federal Reserve Lender in support of borrowings made by such Lender from such Federal Reserve Lender and, with the consent of the Agent, any Lender’s rights and/or Lender which is a fund may pledge or assign by way of security all or any portion of its Outstandings to a trustee for the benefit of investors and in support of its obligation to such investors. No pledge or assignment by way of security pursuant to this paragraph (d) shall release the transferor Lender from any of its obligations under hereunder. For the Revolving Facility provided that in relation to any assignment or transfer required avoidance of doubt, a pledge shall not include a charge by the Company under Clause 10.4 (way of security.

Assignments or Transfers by Lenders. (a) Any Lender may, at any time, assign all or any of its rights and benefits under the Relevant Finance Documents in accordance with Clause 37.6 37.4 (Assignments) or transfer all or any of its rights, benefits and obligations under the Relevant Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “New Lender”) in accordance with Clause 37.7 37.5 (Transfer Deed) provided that: (i) the prior consultation of the Company shall be required in respect of any assignment or transfer arising prior to the achievement of Successful Syndication; (ii) the prior consent of the Company is received in respect of any assignment or transfertransfer after the achievement of a Successful Syndication, such consent not to be unreasonably withheld, provided that: (A) such consent shall be deemed to have been given if not declined in writing within 10 Business Days of a written request by any Lender to the Company; (B) no consent shall be required in the case of any assignment or transfer by a Lender to its Affiliate (or in the case of any Lender which constitutes a fund advised and/or managed by a common entity or an Affiliate thereof, to any other fund managed by such common entity or Affiliate) which is either a Qualifying UK LenderLender (in the case of a participation to a UK Borrower) or a US Accession Lender (in the case of a participation to the US Borrower); and (C) no consent shall be required in the case of any assignment or transfer to any New Lender third party at any time after the occurrence of a Major Event of Default which is continuing; and (iiiii) the New Lender proposed Transferee makes one of the representations set out in paragraph 8 of the Transfer Deed and provides the Company with the information required under paragraph 9 of the Transfer Deed. (b) No Lender shall be entitled to: (i) effect any assignment or transfer: (A) in respect of any portion of its Commitment and/or Outstandings under any individual Facility in an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro Euro respectively) (or its equivalent as at the date of such assignment or transfer); (B) which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £5,000,000 (or its equivalent as at the date of such assignment or transfer) in the Facilities, save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which customarily participates in the institutional market which would result in such entity holding an aggregate participation of at least £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro Euro respectively) in the Facilities; or (C) in relation to its participation in the Revolving Facility or Secondary Revolving Facility other than to the extent such transfers and assignments are on a pro rata basis as between the relevant Lender’s Commitment under and participation in Outstandings under the Revolving Facility or Secondary Revolving Facility; (ii) in relation to any sub-participation of its rights and obligations under the Facilities, relinquish some or all of its voting rights in respect of the Facilities to any person in respect of any such sub-participation other than voting rights in respect of the matters referred to in paragraphs (b), (c), (d) or (e) of Clause 44.2 43.4 (ConsentsConsent); or (iii) effect any assignment or transfer of any Facility to a person who is not a Qualifying UK US Accession Lender, other than in respect of the B4 Facility or the B10 Facility. (c) If: (i) any sum payable to any Lender by an Obligor is required to be increased under Clause 17.1 (Tax Gross-up); (ii) a Lender claims indemnification from a Borrower under the provisions of Clause 17.3 (Tax Indemnity) or Clause 18.1 (Increased Costs); or (iii) any Lender becomes a Non-Consenting Lender or a Non-Funding Lender, the Company may within 90 days of such requirement or position being notified to it, request that such Lender assigns or transfers all of its rights and obligations under this Agreement at par (including any rights and obligations it may have in its capacity as a Hedge Counterparty) to any person selected by the Company that has agreed to accept such assignment or transfer, and such Lender shall effect such assignment or transfer within 10 Business Days of such request. (d) For the purposes of satisfying the minimum hold requirement set out in paragraph (b)(i) aboveof this Clause 37.3, any participations held by funds advised and/or managed by a common entity or an Affiliate thereof may be aggregated. (de) Notwithstanding any other provision of this Agreement, the consent of each the L/C Bank shall be required (such consent not to be unreasonably withheld or delayed) for any assignment or transfer of any Lender’s rights and/or obligations under the Revolving Facility or Secondary Revolving Facility provided that in relation to any assignment or transfer required by the Company Borrower under paragraph (c), the L/C Bank may not withhold such consent unless, acting reasonably, the reason for so doing relates to the creditworthiness of the proposed assignee or transferee. (f) Notwithstanding any other provision of this Clause 10.4 37.3 (Assignments or Transfers by Lenders), no assignment or transfer shall be permitted to settle or otherwise become effective within the period of five Business Days prior to (a) the end of any Interest Period or (b) any Repayment Date.

Assignments or Transfers by Lenders. (a) Any Lender may, at any time, assign all or any of its rights and benefits under the Relevant Finance Documents in accordance with Clause 37.6 39.4 (Assignments) or transfer all or any of its rights, benefits and obligations under the Relevant Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “New Lender”) in accordance with Clause 37.7 39.5 (Transfer DeedCertificate) without the consent of any other party provided thatthat notwithstanding any other provision of this Agreement: (a) (x) all or a portion of its Commitments (and related outstanding Facilities Obligations hereunder) and/or its Term Facility Outstandings may be transferred to (i) the prior consent its parent company and/or any affiliate of the Company such Lender or another Lender which is received in respect of any assignment at least 50 per cent. owned by such Lender or transferits parent company, such consent not to be unreasonably withheld, provided that: (Aii) such consent shall be deemed to have been given if not declined in writing within 10 Business Days of a written request by any Lender to the Company; one or more Lenders or (Biii) no consent shall be required in the case of any assignment or transfer by a Lender to its Affiliate (or in the case of any Lender which constitutes that is a fund advised and/or managed by a common entity or an Affiliate thereofthat invests in bank loans, to any other fund that invests in bank loans and is managed or advised by the same investment advisor of such common entity Lender or Affiliateanother Lender or by an Affiliate of such investment advisor or (y) which all, or if less than all, a portion equal to at least €1,000,000 in the aggregate for the assigning or transferring Lender(s), of such Commitments (and related outstanding Obligations hereunder) and/or its Term Facility Outstandings hereunder to one or more Eligible Institutions (treating any fund that invests in bank loans and any other fund that invests in bank loans and is managed or advised by the same investment advisor of such fund or by an Affiliate of such investment advisor as a Qualifying UK Lender; and single Eligible Institution), provided that, (Ci) no consent at such time Part I of Schedule 1 (Lenders and Commitments) shall be required in deemed modified to reflect the Commitments (and/or Term Facility Outstandings, as the case may be) of any assignment or transfer to any New such new Lender at any time after and of the occurrence of a Major Event of Default which is continuing; and existing Lenders, (ii) the New Lender makes one of the representations set out in paragraph 8 of the Transfer Deed and provides the Company with the information required under paragraph 9 of the Transfer Deed. (b) No Lender shall be entitled to: (i) effect any assignment or transfer: (A) in respect of any portion of its Commitment and/or Outstandings under any individual Facility in an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) (or its equivalent as at the date of such assignment or transfer); (B) which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £5,000,000 (or its equivalent as at the date of such assignment or transfer) in the Facilities, save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which customarily participates in the institutional market which would result in such entity holding an aggregate participation of at least £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) in the Facilities; or (C) in relation to its participation in the Revolving Facility other than to the extent such transfers and assignments are on a pro rata basis as between the relevant Lender’s Commitment under and participation in Outstandings under the Revolving Facility; (ii) in relation to any sub-participation of its rights and obligations under the Facilities, relinquish some or all of its voting rights in respect of the Facilities to any person in respect of any such sub-participation other than voting rights in respect of the matters referred to in paragraphs (b), (c), (d) or (e) of Clause 44.2 (Consents); or (iii) effect any assignment or transfer of any Facility to a person who is not a Qualifying UK Lender. (c) For the purposes of satisfying the minimum hold requirement set out in paragraph (b)(i) above, any participations held by funds advised and/or managed by a common entity or an Affiliate thereof may be aggregated. (d) Notwithstanding any other provision of this Agreement, the consent of each L/C Bank and each Swingline Facility Lender shall be required in connection with any assignment or transfer of all or any portion of Revolving Facility Commitments (which consents shall not be unreasonably withheld or delayed), (iii) in the case of assignments or transfers pursuant to clause (y) above, the consent of the Agent shall be required (such which consent shall not to be unreasonably withheld or delayed) and, so long as no Default or Event of Default then exists, the prior written consent of the relevant Borrowers shall be required (which consent shall not be unreasonably withheld or delayed). (b) At the time of each assignment pursuant to this Clause 39.3 to a person which is not already a Lender hereunder and which is not a U.S. Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes, the respective assignee or transferee Lender shall provide to the relevant Borrowers and the Agent the appropriate Internal Revenue Service Forms (and, if appropriate, the form specified in paragraph (e) of Clause 18.1 (Tax Gross-up)). (c) To the extent that an assignment pursuant to Clause 21.1 (Replacement of Lenders) and this Clause 39 would, at the time of such assignment or transfer, result in increased costs under Clauses 18 (Taxes), 19.1 (Increased Costs) or 20 (Illegality) from those being charged by the respective assigning or transferring Lender prior to such assignment or transfer, then the relevant Borrowers shall not be obligated to pay such increased costs (although the relevant Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment or transfer). At the time of any such assignment or transfer pursuant to this Clause 39.3, the assigning or transferring Lender shall furnish notice thereof to the Agent. (d) Nothing in this Agreement shall prevent or prohibit any Lender from pledging or assigning by way of security its Outstandings hereunder to a Federal Reserve Lender in support of borrowings made by such Lender from such Federal Reserve Lender and, with the consent of the Agent, any Lender’s rights and/or Lender which is a fund may pledge or assign by way of security all or any portion of its Outstandings to a trustee for the benefit of investors and in support of its obligation to such investors. No pledge or assignment by way of security pursuant to this paragraph (d) shall release the transferor Lender from any of its obligations under hereunder. For the Revolving Facility provided that in relation to any assignment or transfer required avoidance of doubt, a pledge shall not include a charge by the Company under Clause 10.4 (way of security.

Assignments or Transfers by Lenders. (a) Any Subject to the other provisions of this Clause 33.4 (Assignments or Transfers by Lenders), any Lender may, at any time, assign all or any of its rights and benefits under the Relevant Finance Documents in accordance with Clause 37.6 33.5 (Assignments) or transfer all or any of its rights, benefits and obligations under the Relevant Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets any person (a “New Lender”) in accordance with Clause 37.7 33.6 (Transfer Deed) provided that: (i) that the prior written consent of the Company Bidco is received in respect of any assignment or transfer, such consent not to be unreasonably withheld, provided that: (Ai) such consent shall be deemed to have been given if not declined in writing within 10 5 Business Days of a written request by any Lender to the CompanyBidco; (Bii) no consent shall be required in the case of any assignment or transfer by a Lender to another Lender and/or to its Affiliate (or in the case of any Lender which constitutes a fund advised and/or managed by a common entity or an Affiliate thereof, to any other fund managed by such common entity or Affiliate) which is a Qualifying UK Lender; and); (Ciii) no consent shall be required in the case of any assignment or transfer to any New Lender at any time after the occurrence of a Major an Event of Default which is continuing. (b) Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign or transfer any of its rights benefits or obligations under the Finance Documents in relation to the Revolving Facility without the prior written consent of Bidco, provided that no such consent shall be required in the case of any assignment or transfer: (i) by a Lender to another Lender and/or to its Affiliate (or in the case of any Lender which constitutes a fund advised and/or managed by a common entity or an Affiliate thereof, to any other fund managed by such common entity or Affiliate); and (ii) the to any New Lender makes one at any time after the occurrence of the representations set out in paragraph 8 an Event of the Transfer Deed and provides the Company with the information required under paragraph 9 of the Transfer DeedDefault which is continuing. (bc) No Lender shall be entitled to: (i) effect any assignment or transfer: (A) in respect of any portion of its Commitment and/or Outstandings under any individual Facility in an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) (or its equivalent as at the date of such assignment or transfer)) or such higher amount as may be required from time to time for the party assuming the commitment to be deemed a professional market party within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht) unless its Commitment and Outstandings under any Facility is less than such amount, in which case it shall be permitted to transfer its entire Commitment and Outstandings for such Facility; (B) which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £5,000,000 €1,000,000 (or its equivalent as at the date of such assignment or transfer) in the Facilities, save that an assignment or transfer such higher amount as may be made required from time to or by time for the party assuming the commitment to be deemed a trust, fund or other non-bank entity which customarily participates in professional market party within the institutional market which would result in such entity holding an aggregate participation meaning of at least £1,000,000, $1,000,000 or €1,000,000 the Dutch Financial Supervision Act (in the case of participations in Advances denominated in Sterling, Dollars or euro respectivelyWet op het financieel toezicht) in the Facilities; or (C) in relation to its participation in the Revolving Facility or an Additional Facility that is a revolving facility other than to the extent such transfers and assignments are on a pro rata basis as between the relevant Lender’s Commitment under and participation in Outstandings under the Revolving Facility;Facility or the Additional Facility that is a revolving facility (as applicable); or (ii) in relation to any sub-participation of its rights and obligations under the Facilities, relinquish some or all of its voting rights in respect of the Facilities to any person in respect of any such sub-participation other than voting rights in respect of the matters referred to in paragraphs (b), (c), (d) or (e) of Clause 44.2 39.2 (Consents); or (iii) effect any assignment or transfer of any Facility to a person who is not a Qualifying UK Lender. (cd) For the purposes of satisfying the minimum hold requirement set out in paragraph (b)(ic) (i) above, any participations held by funds advised and/or managed by a common entity or an Affiliate thereof may be aggregated. (de) Notwithstanding any other provision of this AgreementClause 33.4 (Assignments or Transfers by Lenders), the consent of each L/C Bank shall be required (such consent not to be unreasonably withheld or delayed) for any no assignment or transfer shall be permitted to settle or otherwise become effective within the period of five Business Days prior to (i) the end of any Interest Period or Term or (ii) any Repayment Date. (f) Each New Lender’s , by executing the relevant Transfer Deed or Transfer Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the transferring Lender would have been had it remained a Lender. (g) No Lender may assign all or any of its rights and/or obligations and benefits or transfer all or any of its rights, benefits and obligations, in each case, under the Finance Documents in relation to the Revolving Facility provided to any person unless at the same time it assigns a pro rata share of its rights and benefits or transfers a pro rata share of its rights, benefits and obligations to that person, in each case, under the Refinancing Facilities Agreement in relation to any assignment or transfer required by the Company under Clause 10.4 (RCF1 Facility.

Assignments or Transfers by Lenders. (a) Any Lender may, at any time, assign all or any of its rights and benefits under the Relevant Finance Documents in accordance with Clause 37.6 31.4 (Assignments) or transfer all or any of its rights, benefits and obligations under the Relevant Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “New Lender”) in accordance with Clause 37.7 31.5 (Transfer Deed) provided that: (i) the prior consent consultation of the Company is received TCN shall be required in respect of any assignment or transfer, transfer arising prior to the achievement of Successful Syndication; (ii) the prior consent of TCN shall be required in respect of any assignment or transfer which becomes effective after the achievement of Successful Syndication (such consent not to be unreasonably withheld, withheld or delayed) except where such assignment or transfer is to an Affiliate of the relevant Lender which is a Qualifying Lender provided that: (A) that such consent shall be deemed to have been given if not declined declined, in writing writing, within 10 Business Days of a written request by any Lender to the Company; (B) no consent shall be required in the case of any assignment or transfer by a Lender to its Affiliate (or in the case of any Lender which constitutes a fund advised and/or managed by a common entity or an Affiliate thereof, to any other fund managed by for such common entity or Affiliate) which is a Qualifying UK Lenderconsent; and (Ciii) no consent shall if the proposed Transferee purports to be required in the case of any assignment or transfer to any New Lender at any time after the occurrence of a Major Event of Default which is continuing; and (ii) the New Lender makes one of the representations set out in paragraph 8 of the Transfer Deed and UK Non-Bank Lender, it provides the Company TCN with the information required under paragraph 9 of the Transfer Deed. (b) No Lender shall be entitled to: (i) effect any assignment or transfer: (A) in respect of any portion of its Commitment and/or Outstandings under any individual Facility in an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) (or its equivalent as at the date of such assignment or transfer); (B) transfer which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £5,000,000 (or its equivalent as at the date of such assignment or transfer) in the FacilitiesFacility, save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which customarily participates in the institutional market which would result in such entity holding an aggregate participation of at least £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) in the FacilitiesFacility; or (C) in relation to its participation in the Revolving Facility other than to the extent such transfers and assignments are on a pro rata basis as between the relevant Lender’s Commitment under and participation in Outstandings under the Revolving Facility; (ii) in relation to any sub-participation of its rights and obligations under the FacilitiesFacility, relinquish some or all of its voting rights in respect of the Facilities Facility to any person in respect of any such sub-participation other than voting rights in respect of the matters referred to in paragraphs (b), (c), (d) or (e) of Clause 44.2 37.2 (ConsentsConsent). (c) If: (i) any sum payable to any Lender by an Obligor is required to be increased under Clause 11.1 (Tax Gross-up); (ii) a Lender claims indemnification from either Borrower under the provisions of Clause 11.2 (Tax Indemnity) or Clause 12.1 (Increased Costs); or (iii) effect any assignment or transfer of any Facility to a person who is not a Qualifying UK Lender. (c) For the purposes of satisfying the minimum hold requirement set out in paragraph (b)(i) above, any participations held by funds advised and/or managed by a common entity or an Affiliate thereof may be aggregated. (d) Notwithstanding any other provision of this Agreement, the consent of each L/C Bank shall be required (such consent not to be unreasonably withheld or delayed) for any assignment or transfer of any Lender’s rights and/or obligations under the Revolving Facility provided that in relation to any event or matter requiring unanimous consent of the Lenders under Clause 37 (Amendments), Lenders representing not less than 85% of the Outstandings consent to such event or matter, TCN may within 90 days of such requirement or position being notified to TCN request that such Lender assigns or transfers all of its rights and obligations under this Agreement at par (including any rights and obligations it may have in its capacity as a Hedge Counterparty) to any person selected by TCN that has agreed to accept such assignment or transfer, and such Lender shall effect such assignment or transfer required by within 10 Business Days of such request. On the Company under Clause 10.4 date of such assignment or transfer, TCN shall pay to the dissenting Lender an amount equal to either (i) the Applicable Make Whole Premium, if the assignment or transfer occurs on a date falling during the Non-Call Period or (ii) the applicable Prepayment Premium, if the assignment or transfer occurs on a date falling after the Non-Call Period but prior to the Third Anniversary.

Assignments or Transfers by Lenders. (a) Any Lender may, at any time, assign all or any of its rights and benefits under the Relevant Finance Documents in accordance with Clause 37.6 38.4 (Assignments) or transfer all or any of its rights, benefits and obligations under the Relevant Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “New Lender”) in accordance with Clause 37.7 38.5 (Transfer Deed) provided that: (i) the prior consent consultation of the Company is received Borrower shall be required in respect of any assignment or transfer, transfer arising prior to the achievement of Successful Syndication; (ii) the prior consent of the Borrower shall be required in respect of any assignment or transfer at any time to any person that is not a bank or financial institution; (iii) the prior consent of the Borrower shall be required in respect of any assignment or transfer which becomes effective after the achievement of Successful Syndication (such consent not to be unreasonably withheldwithheld or delayed) except where such assignment or transfer is to an Affiliate of the relevant Lender which is a Qualifying Lender; and (iv) if the proposed Transferee purports to be a UK Non-Bank Lender, it provides the Borrower with the information required under paragraph 9 of the Transfer Deed, provided that: (A) that such consent shall be deemed to have been given if not declined declined, in writing writing, within 10 Business Days of a written request by any Lender to for such consent, receipt of which has been acknowledged by the Company; (B) no consent shall be required in the case of any assignment or transfer by a Lender to its Affiliate (or in the case of any Lender which constitutes a fund advised and/or managed by a common entity or an Affiliate thereof, to any other fund managed by such common entity or Affiliate) which is a Qualifying UK Lender; and (C) no consent shall be required in the case of any assignment or transfer to any New Lender at any time after the occurrence of a Major Event of Default which is continuing; and (ii) the New Lender makes one of the representations set out in paragraph 8 of the Transfer Deed and provides the Company with the information required under paragraph 9 of the Transfer DeedBorrower. (b) No Lender shall be entitled to: (i) effect any assignment or transfer: (A) in respect of any portion of its Commitment and/or Outstandings under any individual Facility in an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) (or its equivalent as at the date of such assignment or transfer); (B) transfer which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £5,000,000 5 million (or or, in each case, its equivalent in Dollars or euro as at the date of such assignment or transfer) in the Facilities, save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which customarily participates in the institutional market which would result in such entity holding an aggregate participation of at least £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) in the Facilities; or (C) in relation to its participation in the Revolving Facility other than to the extent such transfers and assignments are on a pro rata basis as between the relevant Lender’s Commitment under and participation in Outstandings under the Revolving Facility; (ii) in relation to any sub-participation of its rights and obligations under the Facilities, relinquish some or all of its voting rights in respect of the Facilities to any person in respect of any such sub-participation other than voting rights in respect of the matters referred to in paragraphs (b), (c), (d) or (e) of Clause 44.2 (ConsentsConsent); or (iii) effect any assignment or transfer of any Facility to a person who is not a Qualifying UK Lender. (c) For If in relation to any event or matter requiring unanimous consent of the purposes Lenders under Clause 44 (Amendments), Lenders representing not less than 85% of satisfying the minimum hold requirement set out in paragraph (b)(i) aboveOutstandings consent to such event or matter, the Borrower may within 90 days of the date on which any participations held dissenting Lender refuses to grant its consent thereto, request that such dissenting Lender assigns or transfers all of its rights and obligations under this Agreement to any person selected by funds advised and/or managed by a common entity the Borrower that has agreed to accept such assignment or an Affiliate thereof may be aggregatedtransfer, and such dissenting Lender shall effect such assignment or transfer within 10 Business Days of such request. (d) Notwithstanding any other provision of this Agreement, the consent of each the L/C Bank shall be required (such consent not to be unreasonably withheld or delayed) for any assignment or transfer of any Lender’s rights and/or obligations under the Revolving Facility provided that in relation to any assignment or transfer required by the Company Borrower under Clause 10.4 paragraph (c), the L/C Bank may not withhold such consent unless, acting reasonably, the reason for so doing relates to the creditworthiness of the proposed assignee or transferee.

Assignments or Transfers by Lenders. (a) Any Lender may, at any time, assign all or any of its rights and benefits under the Relevant Finance Documents in accordance with Clause 37.6 37.4 (Assignments) or transfer all or any of its rights, benefits and obligations under the Relevant Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “New Lender”) in accordance with Clause 37.7 37.5 (Transfer Deed) provided that: (i) the prior consultation of the Company shall be required in respect of any assignment or transfer arising prior to the achievement of Successful Syndication; (ii) the prior consent of the Company is received in respect of any assignment or transfertransfer after the achievement of a Successful Syndication, such consent not to be unreasonably withheld, provided that: (A) such consent shall be deemed to have been given if not declined in writing within 10 Business Days of a written request by any Lender to the Company; (B) no consent shall be required in the case of any assignment or transfer by a Lender to its Affiliate (or in the case of any Lender which constitutes a fund advised and/or managed by a common entity or an Affiliate thereof, to any other fund managed by such common entity or Affiliate) which is either a Qualifying UK LenderLender (in the case of a participation to a UK Borrower) or a US Accession Lender (in the case of a participation to the US Borrower); and (C) no consent shall be required in the case of any assignment or transfer to any New Lender third party at any time after the occurrence of a Major Event of Default which is continuing; and (iiiii) the New Lender proposed Transferee makes one of the representations set out in paragraph 8 of the Transfer Deed and provides the Company with the information required under paragraph 9 of the Transfer Deed. (b) No Lender shall be entitled to: (i) effect any assignment or transfer: (A) in respect of any portion of its Commitment and/or Outstandings under any individual Facility in an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro Euro respectively) (or its equivalent as at the date of such assignment or transfer); (B) which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £5,000,000 (or its equivalent as at the date of such assignment or transfer) in the Facilities, save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which customarily participates in the institutional market which would result in such entity holding an aggregate participation of at least £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro Euro respectively) in the Facilities; or (C) in relation to its participation in the Revolving Facility or Secondary Revolving Facility other than to the extent such transfers and assignments are on a pro rata basis as between the relevant Lender’s Lenders Commitment under and participation in Outstandings under the Revolving Facility or Secondary Revolving Facility; (ii) in relation to any sub-participation of its rights and obligations under the Facilities, relinquish some or all of its voting rights in respect of the Facilities to any person in respect of any such sub-participation other than voting rights in respect of the matters referred to in paragraphs (b), (c), (d) or (e) of Clause 44.2 43.4 (ConsentsConsent); or (iii) effect any assignment or transfer of any Facility to a person who is not a Qualifying UK US Accession Lender, other than in respect of the B4 Facility or the B10 Facility. (c) If: (i) any sum payable to any Lender by an Obligor is required to be increased under Clause 17.1 (Tax Gross-up); (ii) a Lender claims indemnification from a Borrower under the provisions of Clause 17.3 (Tax Indemnity) or Clause 18.1 (Increased Costs); or (iii) any Lender becomes a Non-Consenting Lender or a Non-Funding Lender, the Company may within 90 days of such requirement or position being notified to it, request that such Lender assigns or transfers all of its rights and obligations under this Agreement at par (including any rights and obligations it may have in its capacity as a Hedge Counterparty) to any person selected by the Company that has agreed to accept such assignment or transfer, and such Lender shall effect such assignment or transfer within 10 Business Days of such request. (d) For the purposes of satisfying the minimum hold requirement set out in paragraph (b)(i) aboveof this Clause 37.3, any participations held by funds advised and/or managed by a common entity or an Affiliate thereof may be aggregated. (de) Notwithstanding any other provision of this Agreement, the consent of each the L/C Bank shall be required (such consent not to be unreasonably withheld or delayed) for any assignment or transfer of any Lender’s Lenders rights and/or obligations under the Revolving Facility or Secondary Revolving Facility provided that in relation to any assignment or transfer required by the Company Borrower under paragraph (c), the L/C Bank may not withhold such consent unless, acting reasonably, the reason for so doing relates to the creditworthiness of the proposed assignee or transferee. (f) Notwithstanding any other provision of this Clause 10.4 37.3 (Assignments or Transfers by Lenders), no assignment or transfer shall be permitted to settle or otherwise become effective within the period of five Business Days prior to (a) the end of any Interest Period or (b) any Repayment Date.