Common use of Procedure for novations Clause in Contracts

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank and the New Bank deliver to the Agent a duly completed certificate, substantially in the form of Schedule 5 (a "NOVATION CERTIFICATE"); and (ii) the Agent executes it; (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest). (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Agent a duly completed certificatecertificate (a “Novation Certificate”), substantially in the form of Part 1 of Schedule 5 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; it (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestas soon as practicable for it to do so). (b) Each Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"“Existing Parties”) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"“Discharged Obligations”); (ii) the New Bank Lender and the existing Existing Parties will assume obligations towards each other which differ from the discharged obligations Discharged Obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Existing Parties and vice versa (the "DISCHARGED RIGHTS"“Discharged Rights”) will be cancelled; and (iv) the New Bank Lender and the existing Existing Parties will acquire rights against each other which differ from the discharged rights Discharged Rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its Discharged Obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the Discharged Obligations) within three Business Days of the Drawdown Date of that Advance. (e) The Agent shall only be obliged to execute a Novation Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

Procedure for novations. (a) A novation is effected if:if:- (i) the Existing Bank and the New Bank deliver to the Agent a duly completed certificate, substantially in the form of Schedule 5 4 (a "NOVATION CERTIFICATE"); and (ii) the Agent executes it; (iii) . The Agent shall execute each Novation Certificate which has been duly completed as soon as reasonably practicable following receipt by the New Bank gives Agent of the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest)same. (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. The Agent shall execute such Novation Certificate as soon as reasonably practicable following the Agent's receipt of such notice. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate:Certificate:- (i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Facility Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 (Novation Certificate), with, for the purposes of primary syndication of the Facilities or to facilitate novations of Facility C2 Advances (and Facility C2 Commitments, if applicable), such amendments as the Facility Agent approves to achieve a "NOVATION CERTIFICATE")substantially similar effect; and (ii) the Facility Agent executes it; it (iii) which the New Bank gives the Spanish Security Facility Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestshall promptly do). (b) Each Finance Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalfbehalf if that Novation Certificate effects a novation permitted by Clause 26.2 (Transfers by Lenders). (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and; (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender; and (v) the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Security Deed as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Security Deed as would have been acquired and assumed had the New Lender been an original party to the Security Deed as a Senior Beneficiary, all on the later of (i) five Business Days after receipt of a Verification Letter (if applicable) and a Novation Certificate executed by the Existing Lender and the New Lender; (ii) the date of execution of the such Novation Certificate by the Agent or, if later, Facility Agent; and (iii) the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Facility Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance. (e) If an Existing Lender effects a Mid-Interest Period Transfer: (i) the Facility Agent has an obligation to make interest accruing on and prior to the date on which the Mid-Interest Period Transfer took effect (the Pre-Transfer Accrued Interest) available to the Existing Lender in accordance with Clause 9.3 (Distribution). Once such Accrued Interest has been made available to the Existing Lender in accordance with Clause 9.3 (Distribution), the Facility Agent will be released from all obligations towards the Existing Lender; (ii) the Facility Agent will have no obligation to pay Pre Transfer Accrued Interest to the New Lender; (iii) such Existing Lender will continue to have the right to receive Pre Transfer Accrued Interest. Once such Pre Transfer Accrued Interest has been made available to such Existing Lender in accordance with Clause 9.3 (Distribution), all rights of such Existing Lender against the Facility Agent will be cancelled; and (iv) the New Lender will have no right to receive Pre Transfer Accrued Interest from the Facility Agent.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Agent a duly completed certificatecertificate (a “Novation Certificate”), substantially in the form of Part 1 of Schedule 5 4, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; it (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestas soon as practicable for it to do so). (b) Each Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"“Existing Parties”) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"“Discharged Obligations”); (ii) the New Bank Lender and the existing Existing Parties will assume obligations towards each other which differ from the discharged obligations Discharged Obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Existing Parties and vice versa (the "DISCHARGED RIGHTS"“Discharged Rights”) will be cancelled; and (iv) the New Bank Lender and the existing Existing Parties will acquire rights against each other which differ from the discharged rights Discharged Rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its Discharged Obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the Discharged Obligations) within three Business Days of the Drawdown Date of that Advance. (e) The Agent shall only be obliged to execute a Novation Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Facility Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 (a "NOVATION CERTIFICATE"Novation Certificate); and (ii) the Facility Agent executes it; it (iii) which the New Bank gives the Spanish Security Facility Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestshall promptly do). (b) Each Finance Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalfbehalf if that Novation Certificate effects a novation permitted by Clause 26.2 (Transfers by Lenders). (c) To the extent that they are expressed to be the subject of the novation in the Novation CertificateCertificate and subject to paragraph (e) below,: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and; (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender; and (v) the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Security Deed as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Security Deed as would have been acquired and assumed had the New Lender been an original party to the Security Deed as a Senior Beneficiary, all on the later of (i) five Business Days after receipt of a Verification Letter (if applicable) and a Novation Certificate executed by the Existing Lender and the New Lender; (ii) the date of execution of the such Novation Certificate by the Facility Agent or, if later, ; (iii) the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Facility Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance. (e) If an Existing Lender effects a Mid-Interest Period Transfer: (i) the Facility Agent has an obligation to make interest accruing on and prior to the date on which the Mid-Interest Period Transfer took effect (the Pre-Transfer Accrued Interest) available to the Existing Lender in accordance with Clause 9.3 (Distribution). Once such Accrued Interest has been made available to the Existing Lender in accordance with Clause 9.3 (Distribution), the Facility Agent will be released from all obligations towards the Existing Lender; (ii) the Facility Agent will have no obligation to pay Pre-Transfer Accrued Interest to the New Lender; (iii) such Existing Lender will continue to have the right to receive Pre-Transfer Accrued Interest. Once such Pre-Transfer Accrued Interest has been made available to such Existing Lender in accordance with Clause 9.3 (Distribution), all rights of such Existing Lender against the Facility Agent will be cancelled; and (iv) the New Lender will have no right to receive Pre-Transfer Accrued Interest from the Facility Agent.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Facility Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 (a "NOVATION CERTIFICATE"Novation Certificate); and (ii) the Facility Agent executes it; it (iii) which the New Bank gives the Spanish Security Facility Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestshall promptly do). (b) Each Finance Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalfbehalf if that Novation Certificate effects a novation permitted by Clause 26.2 (Transfers by Lenders). (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and; (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender; and (v) the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Security Deed as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Security Deed as would have been acquired and assumed had the New Lender been an original party to the Security Deed as a Senior Beneficiary, all on the later of (i) five Business Days after receipt of a Verification Letter accompanied by a Novation Certificate executed by the Existing Lender and the New Lender; (ii) the date of execution of the such Novation Certificate by the Facility Agent or, if later, ; (iii) the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Facility Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance.

Procedure for novations. (a) 26.3.1 A novation is effected if: (iA) the Existing Bank and the New Bank deliver to the Agent a duly completed certificatecertificate (a “Novation Certificate”), substantially in the form of Part I of Schedule 5 4 (Forms of Accession Documents), with such amendments as the Agent approves to achieve a "NOVATION CERTIFICATE"substantially similar effect (which may be delivered by fax and confirmed by delivery of a hard copy original but the fax will be effective irrespective of whether confirmation is received); and (iiB) the Agent (except if the novation is to an Existing Bank or an Affiliate of the Existing Bank or any other Bank) executes it; (iii) . The Agent shall only be obliged to execute a Novation Certificate delivered to it by the Existing Lender and the New Bank gives Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the transfer to such New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest)Lender. (b) 26.3.2 Each Party (other than the Existing Bank, the New Bank and the New BankParent) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) 26.3.3 To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (iA) the Existing Bank and the other Parties (the "EXISTING PARTIES"“Existing Parties”) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"“discharged obligations”); (iiB) the New Bank and the existing Existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iiiC) the rights of the Existing Bank against the existing Existing Parties and vice versa (the "DISCHARGED RIGHTS"“discharged rights”) will be cancelled; and (ivD) the New Bank and the existing Existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent Agent, the Existing Party, the New Party and the Parent or, if later, the date specified in the Novation Certificate. 26.3.4 If the effective date of a novation (other than a novation by an Existing Bank to an Affiliate) is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Bank shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Bank shall reimburse the Existing Bank for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance.

Procedure for novations. (a) 26.3.1 A novation is effected if: (iA) the Existing Bank and the New Bank deliver to the Agent a duly completed certificatecertificate (a "Novation Certificate"), substantially in the form of Part I of Schedule 5 4 (Forms of Accession Documents), with such amendments as the Agent approves to achieve a "NOVATION CERTIFICATE"substantially similar effect (which may be delivered by fax and confirmed by delivery of a hard copy original but the fax will be effective irrespective of whether confirmation is received); and (iiB) the Agent (except if the novation is to an Existing Bank or an Affiliate of the Existing Bank or any other Bank) executes it; (iii) . The Agent shall only be obliged to execute a Novation Certificate delivered to it by the Existing Bank and the New Bank gives once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of transfer to such New Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest). (b) 26.3.2 Each Party (other than the Existing Bank, the New Bank and the New BankParent) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) 26.3.3 To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (iA) the Existing Bank and the other Parties (the "EXISTING PARTIESExisting Parties") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONSdischarged obligations"); (iiB) the New Bank and the existing Existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iiiC) the rights of the Existing Bank against the existing Existing Parties and vice versa (the "DISCHARGED RIGHTSdischarged rights") will be cancelled; and (ivD) the New Bank and the existing Existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent Agent, the Existing Party, the New Party and the Parent or, if later, the date specified in the Novation Certificate. 26.3.4 If the effective date of a novation (other than a novation by an Existing Bank to an Affiliate) is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Bank shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Bank shall reimburse the Existing Bank for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Agent a duly completed certificatecertificate (a “Novation Certificate”), substantially in the form of Part I of Schedule 5 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; it (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestas soon as practicable for it to do so). (b) Each Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"“existing Parties”) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"“discharged obligations”);; Back to Index (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"“discharged rights”) will be cancelled; and (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Drawdown Date of that Advance.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Agent a duly completed certificatecertificate (a “Novation Certificate”), substantially in the form of Part I of Schedule 5 or such other form as the Agent may require or approve (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest). (b) Each Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"“existing Parties”) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"“discharged obligations”); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"“discharged rights”) will be cancelled; and (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.. 46

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank and the New Bank deliver to the Agent a duly completed certificate, substantially in the form of Schedule 5 (a "NOVATION CERTIFICATE"); and (ii) the Agent executes it; (iii) the New Bank, the Existing Bank gives and the Spanish Security Agent execute the Spanish public documents required to formalise the Novation Certificate and the Spanish Security Documents, and the New Bank issues a notarised and apostillised power of attorney substantially in the form of Schedule 8 9 (Form of Bank's Power of Attorney); and (iv) in the event that the Mortgage and the Swap Bank Mortgages have already been executed and registered at the Special Register of Ships in the Canary Islands, the New Bank gives executes, notarises and apostilles a deed of assignment in favour of the Spanish Security Agent a notarised and apostilled deed of assignment of interest substantially in the form of Schedule 9 10 (Form of Deed of Assignment of Interest). (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Facility Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 (a "NOVATION CERTIFICATE"Novation Certificate); and (ii) the Facility Agent executes it; it (iii) which the New Bank gives the Spanish Security Facility Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestshall promptly do). (b) Each Finance Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalfbehalf if that Novation Certificate effects a novation permitted by Clause 26.2 (Transfers by Lenders). (c) To the extent that they are expressed to be the subject of the novation in the Novation CertificateCertificate and subject to paragraph (e) below,: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and; (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender; and (v) the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Security Deed as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Security Deed as would have been acquired and assumed had the New Lender been an original party to the Security Deed as a Senior Beneficiary, all on the later of (i) five Business Days after receipt of a Verification Letter accompanied by a Novation Certificate executed by the Existing Lender and the New Lender; (ii) the date of execution of the such Novation Certificate by the Facility Agent or, if later, ; (iii) the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Facility Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance. (e) If an Existing Lender effects a Mid-Interest Period Transfer: (i) the Facility Agent has an obligation to make interest accruing on and prior to the date on which the Mid-Interest Period Transfer took effect (the Pre-Transfer Accrued Interest) available to the Existing Lender in accordance with Clause 9.3 (Distribution). Once such Accrued Interest has been made available to the Existing Lender in accordance with Clause 9.3 (Distribution), the Facility Agent will be released from all obligations towards the Existing Lender; (ii) the Facility Agent will have no obligation to pay Pre-Transfer Accrued Interest to the New Lender; (iii) such Existing Lender will continue to have the right to receive Pre-Transfer Accrued Interest. Once such Pre-Transfer Accrued Interest has been made available to such Existing Lender in accordance with Clause 9.3 (Distribution), all rights of such Existing Lender against the Facility Agent will be cancelled; and (iv) the New Lender will have no right to receive Pre-Transfer Accrued Interest from the Facility Agent.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Facility Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 (Novation Certificate), with, for the purposes of primary syndication of the Facilities or to facilitate novations of Facility C2 Advances (and Facility C2 Commitments, if applicable), such amendments as the Facility Agent approves to achieve a "NOVATION CERTIFICATE")substantially similar effect; and (ii) the Facility Agent executes it; it (iii) which the New Bank gives the Spanish Security Facility Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestshall promptly do). (b) Each Finance Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalfbehalf if that Novation Certificate effects a novation permitted by Clause 26.2 (Transfers by Lenders). (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and; (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender; and (v) the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Security Deed as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Security Deed as would have been acquired and assumed had the New Lender been an original party to the Security Deed as a Senior Beneficiary, all on the later of (i) five Business Days after receipt of a Novation Certificate executed by the Existing Lender and the New Lender; (ii) the date of execution of the such Novation Certificate by the Agent or, if later, Facility Agent; and (iii) the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Facility Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance. (e) If an Existing Lender effects a Mid-Interest Period Transfer: (i) the Facility Agent has an obligation to make interest accruing on and prior to the date on which the Mid-Interest Period Transfer took effect (the Pre-Transfer Accrued Interest) available to the Existing Lender in accordance with Clause 9.3 (Distribution). Once such Accrued Interest has been made available to the Existing Lender in accordance with Clause 9.3 (Distribution), the Facility Agent will be released from all obligations towards the Existing Lender; (ii) the Facility Agent will have no obligation to pay Pre Transfer Accrued Interest to the New Lender; (iii) such Existing Lender will continue to have the right to receive Pre Transfer Accrued Interest. Once such Pre Transfer Accrued Interest has been made available to such Existing Lender in accordance with Clause 9.3 (Distribution), all rights of such Existing Lender against the Facility Agent will be cancelled; and (iv) the New Lender will have no right to receive Pre Transfer Accrued Interest from the Facility Agent.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Facility Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 (Novation Certificate), with, for the purposes of primary syndication of the Facilities or to facilitate novations of Facility C2 Advances (and Facility C2 Commitments, if applicable), such amendments as the Facility Agent approves to achieve a "NOVATION CERTIFICATE")substantially similar effect; and (ii) the Facility Agent executes it; it (iii) which the New Bank gives the Spanish Security Facility Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestshall promptly do). (b) Each Finance Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalfbehalf if that Novation Certificate effects a novation permitted by Clause 26.2 (Transfers by Lenders). (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and; (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender; and (v) the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Security Deed as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Security Deed as would have been acquired and assumed had the New Lender been an original party to the Security Deed as a Senior Beneficiary, all on the later of (i) five Business Days after receipt of a Verification Letter accompanied by a Novation Certificate executed by the Existing Lender and the New Lender; (ii) the date of execution of the such Novation Certificate by the Agent or, if later, Facility Agent; and (iii) the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Facility Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance. (e) If an Existing Lender effects a Mid-Interest Period Transfer: (i) the Facility Agent has an obligation to make interest accruing on and prior to the date on which the Mid-Interest Period Transfer took effect (the Pre-Transfer Accrued Interest) available to the Existing Lender in accordance with Clause 9.3 (Distribution). Once such Accrued Interest has been made available to the Existing Lender in accordance with Clause 9.3 (Distribution), the Facility Agent will be released from all obligations towards the Existing Lender; (ii) the Facility Agent will have no obligation to pay Pre Transfer Accrued Interest to the New Lender; (iii) such Existing Lender will continue to have the right to receive Pre Transfer Accrued Interest. Once such Pre Transfer Accrued Interest has been made available to such Existing Lender in accordance with Clause 9.3 (Distribution), all rights of such Existing Lender against the Facility Agent will be cancelled; and (iv) the New Lender will have no right to receive Pre Transfer Accrued Interest from the Facility Agent.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Facility Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 (a "NOVATION CERTIFICATE"Novation Certificate); and (ii) the Facility Agent executes it; it (iii) which the New Bank gives the Spanish Security Facility Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestshall promptly do). (b) Each Finance Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalfbehalf if that Novation Certificate effects a novation permitted by Clause 26.2 (Transfers by Lenders). (c) To the extent that they are expressed to be the subject of the novation in the Novation CertificateCertificate and subject to paragraph (e) below: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and; (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender; and (v) the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Security Deed as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Security Deed as would have been acquired and assumed had the New Lender been an original party to the Security Deed as a Senior Beneficiary, all on the later of (i) five Business Days after receipt of a Novation Certificate executed by the Existing Lender and the New Lender; (ii) the date of execution of the such Novation Certificate by the Facility Agent or, if later, ; (iii) the date specified in the Novation Certificate.

Procedure for novations. (a) 26.3.1 A novation is effected if: (iA) the Existing Bank and the New Bank deliver to the Agent a duly completed certificatecertificate (a “Novation Certificate”), substantially in the form of Part I of Schedule 5 4 (Forms of Accession Documents), with such amendments as the Agent approves to achieve a "NOVATION CERTIFICATE"substantially similar effect (which may be delivered by fax and confirmed by delivery of a hard copy original but the fax will be effective irrespective of whether confirmation is received); and (iiB) the Agent (except if the novation is to an Existing Bank or an Affiliate of the Existing Bank or any other Bank) executes it; (iii) . The Agent shall only be obliged to execute a Novation Certificate delivered to it by the Existing Bank and the New Bank gives once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of transfer to such New Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest). (b) 26.3.2 Each Party (other than the Existing Bank, the New Bank and the New BankParent) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) 26.3.3 To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (iA) the Existing Bank and the other Parties (the "EXISTING PARTIES"“Existing Parties”) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"“discharged obligations”); (iiB) the New Bank and the existing Existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iiiC) the rights of the Existing Bank against the existing Existing Parties and vice versa (the "DISCHARGED RIGHTS"“discharged rights”) will be cancelled; and (ivD) the New Bank and the existing Existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent Agent, the Existing Party, the New Party and the Parent or, if later, the date specified in the Novation Certificate. 26.3.4 If the effective date of a novation (other than a novation by an Existing Bank to an Affiliate) is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Bank shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Bank shall reimburse the Existing Bank for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Agent a duly completed certificatecertificate (a "NOVATION CERTIFICATE"), substantially in the form of Part I of Schedule 5 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; it (iii) which the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestshall promptly do). (b) Each Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Drawdown Date of that Advance.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank and the New Bank deliver to the Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; the Novation Certificate (iii) which the New Bank gives Agent shall promptly do provided that the Spanish Security Agent is not obliged to execute a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of InterestNovation Certificate until it has completed all know your customer requirements to its satisfaction). (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Bank shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Bank shall reimburse the Existing Bank for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance. (e) For the purposes of article 1278 and following of the Luxembourg Civil Code, each Party agrees that upon novation under this Clause 25, the guarantees created by the Finance Documents shall be preserved for the benefit of the New Bank and the Agent. A transfer by novation under a transfer certificate in the form of a Novation Certificate and Subclause 25.3 (Procedure for novations) is a novation (novation) within the meaning of article 1271 and following of the Luxembourg Civil Code.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Junior Lender and the New Bank Junior Lender deliver to the Junior Agent a duly completed certificate, substantially in the form of Part I of Schedule 5 5, with such amendments as the Junior Agent may approve (a "NOVATION CERTIFICATE"); and (ii) the Junior Agent executes it; (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest). (b) Each Party (other than the Existing Bank Junior Lender and the New BankJunior Lender) irrevocably authorises the Junior Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Junior Lender and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"); (ii) the New Bank Junior Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Junior Lender instead of the Existing BankJunior Lender; (iii) the rights of the Existing Bank Junior Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and; (iv) the New Bank Junior Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Junior Lender instead of the Existing BankJunior Lender; and (v) the New Junior Lender will, if it is not already, become party to the Intercreditor Agreement as a Junior Creditor, all on the date of execution of the Novation Certificate by the Junior Agent or, if later, the date specified in the Novation Certificate.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Agent a duly completed certificatecertificate (a "Novation Certificate"), substantially in the form of Part I of Schedule 5 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; it (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestas soon as practicable for it to do so). (b) Each Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIESexisting Parties") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONSdischarged obligations"); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTSdischarged rights") will be cancelled; and (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Drawdown Date of that Advance.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; it (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestas soon as practicable for it to do so). (b) Each Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"“Existing Parties”) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"“Discharged Obligations”); (ii) the New Bank Lender and the existing Existing Parties will assume obligations towards each other which differ from the discharged obligations Discharged Obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Existing Parties and vice versa (the "DISCHARGED RIGHTS"“Discharged Rights”) will be cancelled; and (iv) the New Bank Lender and the existing Existing Parties will acquire rights against each other which differ from the discharged rights Discharged Rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its Discharged Obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the Discharged Obligations) within three Business Days of the Drawdown Date of that Advance. (e) The Agent shall only be obliged to execute a Novation Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Agent a duly completed certificatecertificate (a “Novation Certificate”), substantially in the form of Part I of Schedule 5 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; it (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestas soon as practicable for it to do so). (b) Each Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"“existing Parties”) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"“discharged obligations”); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"“discharged rights”) will be cancelled; andand Back to Index (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Drawdown Date of that Advance.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Facility Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 (Novation Certificate), with, for the purposes of primary syndication of the Facilities or to facilitate novations of Facility C2 Advances (and Facility C2 Commitments, if applicable), such amendments as the Facility Agent approves to achieve a "NOVATION CERTIFICATE")substantially similar effect; and (ii) the Facility Agent executes it; it (iii) which the New Bank gives the Spanish Security Facility Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestshall promptly do). (b) Each Finance Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalfbehalf if that Novation Certificate effects a novation permitted by Clause 26.2 (Transfers by Lenders). (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and; (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender; and (v) the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Security Deed as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Security Deed as would have been acquired and assumed had the New Lender been an original party to the Security Deed as a Senior Beneficiary, all on the later of (i) five Business Days after receipt of a Verification Letter accompanied by a Novation Certificate executed by the Existing Lender and the New Lender; (ii) the date of execution of the such Novation Certificate by the Agent or, if later, Facility Agent; and (iii) the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Facility Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Sixth Issuer Liquidity Facility Provider and the New Bank Sixth Issuer Liquidity Facility Provider deliver to the Agent Sixth Issuer Security Trustee a duly completed certificate, substantially in the form of Schedule 5 certificate (a "NOVATION CERTIFICATE"), substantially in the form of SCHEDULE 4; and (ii) the Agent Sixth Issuer Security Trustee executes it; (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest). (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Sixth Issuer Liquidity Facility Provider and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"); (ii) the New Bank Sixth Issuer Liquidity Facility Provider and the existing Existing Parties will assume obligations towards each other which differ from the discharged obligations Discharged Obligations only insofar as they are owed to or assumed by the New Bank Sixth Issuer Liquidity Facility Provider instead of the Existing BankSixth Issuer Liquidity Facility Provider; (iii) the rights of the Existing Bank Sixth Issuer Liquidity Facility Provider against the existing Existing Parties and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank Sixth Issuer Liquidity Facility Provider and the existing Existing Parties will acquire rights against each other which differ from the discharged rights Discharged Rights only insofar as they are exercisable by or against the New Bank Sixth Issuer Liquidity Facility Provider instead of the Existing BankSixth Issuer Liquidity Facility Provider, all on the date of execution of the Novation Certificate by the Agent Sixth Issuer Security Trustee or, if later, the date specified in the Novation Certificate.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank and the New Bank deliver to the Facility Agent a duly completed certificate, substantially in the form of Schedule 5 4 (a "NOVATION CERTIFICATE"); and (ii) the Facility Agent executes it; (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest). (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Facility Agent and the Security Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties and vice versa (the "DISCHARGED RIGHTSrights") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, 113 all on the date of execution of the Novation Certificate by the Facility Agent or, if later, the date specified in the Novation Certificate. (d) For the avoidance of doubt the Parties agree that any novation effected in accordance with this Clause 29.3 shall constitute a novation within the meaning of Article 1271 et seq. of the French Civil Code and that all guarantees and security given under or in connection with the Finance Documents are preserved for the benefit of the New Bank. (e) The Parties agree that notwithstanding any assignment, transfer or novation by a Finance Party under this Clause 29, all the rights of the Finance Parties against the Guarantors under this Agreement (including, without limitation, rights assigned, transferred or novated) shall be maintained and the Guarantors' obligations under this Agreement shall benefit each New Bank. (f) Each New Bank agrees to be bound by the Security Sharing Agreement and the VE Share Pledge and Escrow Agreement (as an "Existing Secured Creditor" and a "Financial Party Y" respectively) and authorises the Facility Agent to deliver any confirmations and/or accession agreements on its behalf under those agreements and to take any other action which it considers appropriate so that the New Bank assumes rights and obligations of the Existing Bank under those agreements which correspond to the rights and obligations the subject of the Novation Certificate.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank and the New Bank deliver to the Agent a duly completed certificatecertificate (a "NOVATION CERTIFICATE"), substantially in the form of Part I of Schedule 5 or such other form as the Agent may require or approve (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest). (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Agent a duly completed certificatecertificate (a “Novation Certificate”), substantially in the form of Part 1 of Schedule 5 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; it (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestas soon as practicable for it to do so). (b) Each Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"“Existing Parties”) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"“Discharged Obligations”); (ii) the New Bank Lender and the existing Existing Parties will assume obligations towards each other which differ from the discharged obligations Discharged Obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Existing Parties and vice versa (the "DISCHARGED RIGHTS"“Discharged Rights”) will be cancelled; and (iv) the New Bank Lender and the existing Existing Parties will acquire rights against each other which differ from the discharged rights Discharged Rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its Discharged Obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the Discharged Obligations) within three Business Days of the Drawdown Date of that Advance. (e) The Agent shall only be obliged to execute a Novation Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. Back to Contents

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Agent a duly completed certificatecertificate (a "Novation Certificate"), substantially in the form of Part I of Schedule 5 or such other form as the Agent may require or approve (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest). (b) Each Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIESexisting Parties") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONSdischarged obligations"); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTSdischarged rights") will be cancelled; and (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank and the New Bank deliver to the Agent a duly completed certificate, substantially in the form of Schedule 5 (Form of Novation Certificate) (a "NOVATION CERTIFICATE"Novation Certificate); and (ii) the Agent executes it; , provided that the Agent is only obliged to execute a Novation Certificate upon its satisfaction (iiiacting reasonably) with the results of all “know your customer” or other checks relating to the identity of any person that it is required to carry out in relation to the transfer to such New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest). (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation CertificateCertificate (the Transfer Date). (d) A Novation Certificate may, in addition to a bank or financial institution which is the New Bank thereunder, designate an Affiliate of the New Bank for the purposes referred to in Clause 2.6 (Affiliate Facility Offices) and shall be effective to do so if that Affiliate also executes the Novation Certificate (and relevant references in the Finance Documents shall be read accordingly).

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Facility Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 (a "NOVATION CERTIFICATE"Novation Certificate); and (ii) the Facility Agent executes it; it (iii) which the New Bank gives the Spanish Security Facility Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestshall promptly do). (b) Each Finance Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalfbehalf if that Novation Certificate effects a novation permitted by Clause 33.2 (Transfers by Lenders). (c) To the extent that they are expressed to be the subject of the novation in the Novation CertificateCertificate and subject to paragraph (e) below: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and; (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender; and (v) the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Security Deed as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Security Deed as would have been acquired and assumed had the New Lender been an original party to the Security Deed as a Senior Beneficiary, all on the later of (i) five Business Days after receipt of a Novation Certificate executed by the Existing Lender and the New Lender; (ii) the date of execution of the such Novation Certificate by the Facility Agent or, if later, ; (iii) the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Facility Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance. (e) If an Existing Lender effects a Mid-Interest Period Transfer: (i) the Facility Agent has an obligation to make interest accruing on and prior to the date on which the Mid-Interest Period Transfer took effect (the Pre-Transfer Accrued Interest) available to the Existing Lender in accordance with Clause 16.3 (Distribution). Once such Accrued Interest has been made available to the Existing Lender in accordance with Clause 16.3 (Distribution), the Facility Agent will be released from all obligations towards the Existing Lender; (ii) the Facility Agent will have no obligation to pay Pre-Transfer Accrued Interest to the New Lender; (iii) such Existing Lender will continue to have the right to receive Pre-Transfer Accrued Interest. Once such Pre-Transfer Accrued Interest has been made available to such Existing Lender in accordance with Clause 16.3 (Distribution), all rights of such Existing Lender against the Facility Agent will be cancelled; and (iv) the New Lender will have no right to receive Pre-Transfer Accrued Interest from the Facility Agent.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Facility Agent a duly completed certificate, substantially in the form of Schedule 5 (a "NOVATION CERTIFICATE"); and (ii) the Facility Agent executes it; (iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest). (b) Each Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"rights) will be cancelled; and (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender, all on the date of execution of the Novation Certificate by the Facility Agent or, if later, the date specified in the Novation Certificate. (d) For the avoidance of doubt the Parties agree that any novation effected in accordance with this Clause 29.3 shall constitute a novation within the meaning of Article 1271 et seq, of the French Civil Code and that the guarantee and security are preserved for the benefit of the New Lender. (e) Each Obligor hereby expressly consents to each assignment, transfer and/or novation of any rights and/or obligations permitted under and made in accordance with this Clause 29. Each Guarantor hereby expressly accepts and confirms that, notwithstanding any assignment, transfer and/or novation permitted under and made in accordance with this Clause 29, its Guarantee guarantees all obligations of the Obligors (including, without limitation, all obligations with respect to all rights and/or obligations so assigned, transferred or novated) for the benefit of the Finance Parties, in accordance with the terms of the Finance Documents.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank Lender and the New Bank Lender deliver to the Facility Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 (a "NOVATION CERTIFICATE"Novation Certificate); and (ii) the Facility Agent executes it; it (iii) which the New Bank gives the Spanish Security Facility Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interestshall promptly do). (b) Each Finance Party (other than the Existing Bank Lender and the New BankLender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalfbehalf if that Novation Certificate effects a novation permitted by Clause 26.2 (Transfers by Lenders). (c) To the extent that they are expressed to be the subject of the novation in the Novation CertificateCertificate and subject to paragraph (e) below: (i) the Existing Bank Lender and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank Lender instead of the Existing BankLender; (iii) the rights of the Existing Bank Lender against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and; (iv) the New Bank Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank Lender instead of the Existing BankLender; and (v) the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Security Deed as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Security Deed as would have been acquired and assumed had the New Lender been an original party to the Security Deed as a Senior Beneficiary, all on the later of (i) five Business Days after receipt of a Novation Certificate executed by the Existing Lender and the New Lender; (ii) the date of execution of the such Novation Certificate by the Facility Agent or, if later, ; (iii) the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Facility Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance. (e) If an Existing Lender effects a Mid-Interest Period Transfer: (i) the Facility Agent has an obligation to make interest accruing on and prior to the date on which the Mid-Interest Period Transfer took effect (the Pre-Transfer Accrued Interest) available to the Existing Lender in accordance with Clause 9.3 (Distribution). Once such Accrued Interest has been made available to the Existing Lender in accordance with Clause 9.3 (Distribution), the Facility Agent will be released from all obligations towards the Existing Lender; (ii) the Facility Agent will have no obligation to pay Pre-Transfer Accrued Interest to the New Lender; (iii) such Existing Lender will continue to have the right to receive Pre-Transfer Accrued Interest. Once such Pre-Transfer Accrued Interest has been made available to such Existing Lender in accordance with Clause 9.3 (Distribution), all rights of such Existing Lender against the Facility Agent will be cancelled; and (iv) the New Lender will have no right to receive Pre-Transfer Accrued Interest from the Facility Agent.

Procedure for novations. (a) A novation is effected if: (i) the Existing Bank and the New Bank deliver to the Agent a duly completed certificatecertificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a "NOVATION CERTIFICATE"hard copy original but the fax will be effective irrespective of whether confirmation is received); and (ii) the Agent executes it; the Novation Certificate (iii) which the New Bank gives Agent shall promptly do provided that the Spanish Security Agent is not obliged to execute a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and (iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of InterestNovation Certificate until it has completed all know your customer requirements to its satisfaction). (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES"existing Parties) will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"discharged obligations); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties and vice versa (the "DISCHARGED RIGHTS"discharged rights) will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Bank shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Bank shall reimburse the Existing Bank for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance. (e) For the purposes of article 1278 and following of the Luxembourg Civil Code, each Party agrees that upon novation under this Clause 26, the guarantees created by the Finance Documents shall be preserved for the benefit of the New Bank and the Agent. A transfer by novation under a transfer certificate in the form of a Novation Certificate and Subclause 26.3 (Procedure for novations) is a novation (novation) within the meaning of article 1271 and following of the Luxembourg Civil Code.