Common use of Conditions of Transfer Clause in Contracts

Conditions of Transfer. (a) The consent of the Borrower (but not the other Obligors) is required for a transfer by a Lender unless the transfer is to another Lender or an Affiliate of a Lender or an Event of Default is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below). (b) The consent of the Borrower to a transfer must not be unreasonably withheld or delayed. For the avoidance of doubt, it will be reasonable for the Borrower to refuse its consent, where the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below. (c) Other than in the case of a transfer permitted by paragraph (b) of Clause 25.1 (Permitted Debt Purchase Transactions), a transfer will be effective only if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (d) If: (i) a Lender transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under: (A) Clause 13 (Tax gross-up and indemnities); or (B) Clause 14 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer or change had not occurred.

Conditions of Transfer. (a) The consent of the Borrower (but not the other Obligors) is required for a transfer by a Lender an Existing Lender, unless the transfer is to another Lender or an Affiliate of a Lender or an Event of Default is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below)Lender. (b) The consent of the Borrower to a transfer must not be unreasonably withheld or delayed. For the avoidance of doubt, it The Borrower will be reasonable for deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower to refuse its consent, where the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) belowwithin that time. (c) Other than in the case of a transfer permitted by paragraph (b) of Clause 25.1 (Permitted Debt Purchase Transactions), a A transfer will only be effective only if the procedure set out in Clause 24.5 25.5 (Procedure for transfer) is complied with. (d) If: (i) a Lender transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under: (A) under Clause 13 12 (Tax gross-up and indemnities); or (B) or Clause 14 13 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer or change had not occurred. This paragraph (d) shall not apply in respect of a transfer made in the ordinary course of the primary syndication of the Facility. (e) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the 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 Existing Lender would have been had it remained a Lender.

Conditions of Transfer. (a) The consent of the Borrower (but not the other Obligors) Company is required for a transfer by a Lender unless an Existing Lender, unless (i) the transfer is to another Lender or an Affiliate of a Lender or which is a Qualifying Bank Creditor; or (ii) an Event of Default has occurred and is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below). (b) The consent of the Borrower Company to a transfer must not be unreasonably withheld or delayed. For the avoidance of doubt, it The Company will be reasonable for deemed to have given its consent 5 Business Days after the Borrower to refuse its consent, where Existing Lender has requested it unless consent is expressly refused by the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) belowCompany within that time. (c) Other than in The consent of the case of Company to a transfer permitted by paragraph must not be withheld solely because the transfer may result in an increase to the Mandatory Cost. (bd) A transfer shall be for an amount of Clause 25.1 not less than USD 5,000,000 (Permitted Debt Purchase Transactionsor its equivalent in an Optional Currency), or if more, an integral multiple of USD 1,000,000 (or its equivalent in an Optional Currency), unless (i) an Event of Default has occurred; or (ii) a Lender merely transfers its credit risk exposure and the relevant transferee will not become a creditor of, or otherwise acquire any direct rights against, and/or obligations towards, an Obligor, under the Finance Documents. (e) A transfer will only be effective only if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (df) If: (i) a Lender transfers any of its rights or and obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under: (A) under Clause 13 (Tax gross-gross up and indemnities); or (B) or Clause 14 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the 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 becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. (h) The New Lender agrees, by executing the relevant Transfer Certificate, that its identity and other information regarding its status as a Qualifying Bank Creditor, if applicable, is true and accurate in all material respects and may be disclosed to the Swiss Federal Tax Administration (if the latter so requests).

Conditions of Transfer. (a) The consent of the Borrower (but not the other Obligors) Company is required for a transfer by a Lender unless an Existing Lender, unless (i) the transfer is to another Lender or an Affiliate of a Lender or which is a Qualifying Bank Creditor; or (ii) an Event of Default has occurred and is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below). (b) The consent of the Borrower Company to a transfer must not be unreasonably withheld or delayed. For the avoidance of doubt, it The Company will be reasonable for deemed to have given its consent 5 Business Days after the Borrower to refuse its consent, where Existing Lender has requested it unless consent is expressly refused by the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below.Company within that time. Page 66 of 128 (c) Other than in The consent of the case of Company to a transfer permitted by paragraph must not be withheld solely because the transfer may result in an increase to the Mandatory Cost. (bd) A transfer shall be for an amount of Clause 25.1 not less than USD 5,000,000 (Permitted Debt Purchase Transactionsor its equivalent in an Optional Currency), or if more, an integral multiple of USD 1,000,000 (or its equivalent in an Optional Currency), unless (i) an Event of Default has occurred; or (ii) a Lender merely transfers its credit risk exposure and the relevant transferee will not become a creditor of, or otherwise acquire any direct rights against, and/or obligations towards, an Obligor, under the Finance Documents. (e) A transfer will only be effective only if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (df) If: (i) a Lender transfers any of its rights or and obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under: (A) under Clause 13 (Tax gross-gross up and indemnities); or (B) or Clause 14 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the 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 becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. (h) The New Lender agrees, by executing the relevant Transfer Certificate, that its identity and other information regarding its status as a Qualifying Bank Creditor, if applicable, is true and accurate in all material respects and may be disclosed to the Swiss Federal Tax Administration (if the latter so requests).

Conditions of Transfer. (a) The consent of the Borrower (but not the other Obligors) is required for a transfer by a Lender Lender, unless the transfer is to another Lender or an Affiliate of a Lender or an Event of Default is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below). (b) The consent of the Borrower to a transfer must not be unreasonably withheld or delayed. For the avoidance of doubt, it The Borrower will be reasonable for deemed to have given its consent ten days after the Lender has requested it unless consent is expressly refused by the Borrower to refuse its consent, where the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) belowwithin that time. (c) Other than in the case of a transfer permitted by paragraph (b) of Clause 25.1 (Permitted Debt Purchase Transactions), a A transfer will only be effective only if the procedure set out in Clause 24.5 23.5 (Procedure for transfer) is complied with. (d) If: (i) a Lender transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under: (A) Clause 13 14 (Tax gross-up and indemnities); or (B) Clause 14 15 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer or change had not occurred. (e) Any transfer in relation to any Facility may only be made if a pro rata portion of the other Facility is made concurrently by the same Existing Lender to the relevant New Lender.

Conditions of Transfer. (a) The consent of the Borrower (but is not required for a Transfer by an Existing Bank to any Permitted Transferee. The consent of the other Obligors) Borrower is required for a transfer by a Lender unless the transfer is Transfer to another Lender or an Affiliate of a Lender or an Event of Default is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below)other prospective transferee. (b) The Where the consent of the Borrower to a transfer Transfer is required in terms of paragraph (a) of this clause, that consent must not be unreasonably withheld or delayed. For the avoidance of doubt, it The Borrower will be reasonable for deemed to have given its consent 5 (five) Business Days after the Existing Bank has requested it unless consent is expressly refused by the Borrower to refuse its consent, where the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) belowwithin that time. (c) Other than in the case of a transfer permitted by paragraph (b) of Clause 25.1 (Permitted Debt Purchase Transactions), a transfer A Transfer will only be effective only if the procedure set out in Clause 24.5 26.5 (Procedure for transfer) is complied with. (d) If: (i) a Lender transfers Bank Transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the transfer Transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender Permitted Transferee or Lender Bank acting through its new Facility Office under: under Clause 11 (ATaxes) or Clause 13 (Tax gross-up and indemnities); or (B) Clause 14 (Increased costsCosts), then the New Lender Permitted Transferee or Lender Bank acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender Bank or Lender Bank acting through its previous new Facility Office would have been if the transfer Transfer or change had not occurred. This paragraph (d) shall not apply in respect of a Transfer made in the ordinary course of the primary syndication of the Facilities. (e) Each Permitted Transferee, by executing the relevant Transfer Certificate confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Bank or Banks in accordance with this Agreement on or prior to the date on which the Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Bank would have been had it remained a Bank.

Conditions of Transfer. (a) The consent of the Borrower (but not the other Obligors) Company is required for a transfer by a Lender unless the transfer is to another Lender or an Affiliate of a Lender or an Event of Default is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below)Existing Lender. (b) The consent of the Borrower Company to a transfer must not be unreasonably withheld or delayed. For the avoidance of doubt, it The Company will be reasonable for deemed to have given its consent ten Business Days after the Existing Lender has requested it unless consent is expressly refused by that Borrower to refuse its consent, where the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) belowwithin that time. (c) Other than in The consent of the case Company to a transfer shall not be withheld if the transfer is: (i) to another Lender or an Affiliate of a transfer permitted by paragraph Lender; (bii) contemplated in Clause 23.7 (Security over Lenders’ rights); or (iii) made at a time when an Event of Clause 25.1 Default is continuing. (Permitted Debt Purchase Transactions)d) Subject to paragraphs (a) to (c) above, a the Company hereby grants an irrevocable power of attorney to the Agent to execute each relevant Transfer Certificate on its behalf. (e) A transfer will only be effective only if the procedure set out in Clause 24.5 23.5 (Procedure for transfer) is complied with. (df) If: (i) a Lender transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under: (A) under Clause 13 12 (Tax gross-gross up and indemnities); or (B) or Clause 14 13 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer or change had not occurred. (g) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the 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 becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Transfer. (a) The consent of the Borrower (but not the other Obligors) is required for a transfer by a Lender unless the transfer is to another Lender or an Affiliate of a Lender or an Event of Default is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below). (b) The consent of the Borrower to a transfer must not be unreasonably withheld or delayed. For the avoidance of doubt, it will be reasonable for the Borrower to refuse its consent, where the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below. (c) Other than in the case of a transfer permitted by paragraph (b) of Clause 25.1 (Permitted Debt Purchase Transactions), a transfer will be effective only if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (d) If: (i) a Lender transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under: (A) Clause 13 (Tax gross-up and indemnities); or (B) Clause 14 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer or change had not occurred.. WTL/1019005126/Third Amended and Restated FA

Conditions of Transfer. (a) The consent of the Borrower (but not of the other ObligorsMaterial Project Parties or the Sponsor) is required for a transfer by a Lender Lender, unless the transfer is to another Lender or an Affiliate of a Lender or an Event of Default is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below). (b) The consent of the Borrower to a transfer must not be unreasonably withheld or delayed. For the avoidance of doubt, it will be reasonable for the Borrower to refuse its consent, where the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below. (c) Other than in the case of a transfer permitted by paragraph (b) of Clause 25.1 (Permitted Debt Purchase Transactions), a A transfer will only be effective only if the procedure set out in Clause 24.5 28.5 (Procedure for transfer) is complied with. (d) If: (i) a Lender transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under: (A) Clause 13 17 (Tax gross-up and indemnities); or (B) Clause 14 18 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer or change had not occurred.

Conditions of Transfer. (a) 27.2.1 The consent of the Borrower (but not the other Obligors) ’ Agent is required for a transfer by a Lender Transfer unless the transfer is Transfer is: 27.2.1.1 to another any Permitted Transferee; 27.2.1.2 to any other Existing Lender or an Affiliate of a Lender or an Existing Lender; or 27.2.1.3 to any other prospective transferee whilst an Event of Default is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below). (b) The 27.2.2 Where the consent of the Borrower Obligors’ Agent to a transfer Transfer is required in terms of Clause 27.2.1 above, that consent must not be unreasonably withheld or delayed. For the avoidance of doubt, it The Obligors’ Agent will be reasonable for deemed to have given its consent 5 (five) Business Days after the Borrower to refuse its consent, where Existing Lender has requested it unless consent is expressly refused by the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) belowObligors’ Agent within that time. (c) Other than in the case of a transfer permitted by paragraph (b) of Clause 25.1 (Permitted Debt Purchase Transactions), a transfer 27.2.3 A Transfer will only be effective only if the procedure set out in Clause 24.5 27.4 (Procedure for transferTransfer) is complied with. (d) 27.2.4 If: (i) 27.2.4.1 a Lender transfers Transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) 27.2.4.2 as a result of circumstances existing at the date the transfer Transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New new Lender or Lender acting through its new Facility Office under: (A) Clause 13 (Tax gross-up and indemnities); or (B) under Clause 14 (Tax Gross Up and Indemnities) or Clause 15 (Increased costsCosts), then the New new Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses clauses to the same extent as the Existing Lender or Lender acting through its previous new Facility Office would have been if the transfer Transfer or change had not occurred. 27.2.5 Each new Lender, by executing the relevant Transfer Certificate 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 Common Terms Agreememt_Execution accordance with this Agreement on or prior to the date on which the Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.