Common use of Procedure for transfer Clause in Contracts

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of Assignment and Transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof to the Borrower if requested. (b) On the Transfer Date: (i) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations and claims among the Obligors and the Existing Lender only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (ii) the Facility Agent, the Security Agent, the Mandated Lead Arrangers, the New Lender and the other Lenders shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, claims and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iii) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 25.2 (Conditions of Assignment and Transferassignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver send a copy thereof to the Borrower if requestedCompany. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights, and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations Discharged Rights and claims among the Obligors and the Existing Lender Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iiiii) the Facility Agent, the Security Agent, the Mandated Lead ArrangersArranger, the New Lender and the other Lenders Lenders, shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, claims and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iiiiv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions of Assignment and Transferassignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof to the Borrower if requestedAgreement. (b) On By virtue of the execution of a Transfer Agreement, as from the Transfer Date: (i) to the extent that in the Transfer Agreement the Existing Lender seeks to transfer its rights and obligations under the Finance Documents, the Existing Lender shall be discharged to the extent provided for in the Transfer Agreement from further obligations towards each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from other Finance Parties under the rights, obligations and claims among the Obligors and the Existing Lender only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing LenderFinance Documents; (ii) the Facility Agentrights and obligations of the Existing Lender with respect to the Obligors shall be transferred to the New Lender, to the Security extent provided for in the Transfer Agreement; (iii) the Agent, the Mandated Lead Arrangers, the New Lender and the other Lenders shall acquire have the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had had the New Lender been an Original Lender with the rights, claims rights and/or obligations acquired or assumed by to which it is entitled and subject as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iiiiv) the New Lender shall become a Party as a “Lender”"LENDER".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 25.2 (Conditions of Assignment and Transferassignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver send a copy thereof to the Borrower if requestedCompany. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights, and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations"); (ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations Discharged Rights and claims among the Obligors and the Existing Lender Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iiiii) the Facility Agent, the Security Agent, the Mandated Lead ArrangersArranger, the New Lender and the other Lenders Lenders, shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, claims and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iiiiv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions of Assignment and Transfer) a A transfer is effected in accordance with paragraph (b) below when the Facility Agent executes Lenders execute an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof to the Borrower if requested. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations (whether in connection with a syndication, securitisation or otherwise, without limit) under the Finance Documents to which it is a party each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under those Finance Documents to which it is a party (being the “Discharged Rights and Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations Discharged Rights and claims among the Obligors and the Existing Lender Obligations only insofar as that Obligor Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor Borrower and the Existing Lender; (iiiii) the Facility Agent, the Security Agent, the Mandated Lead Arrangers, the New Lender and the other Lenders shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, claims rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under this Agreementtransfer; and (iiiiv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of Assignment and Transferassignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver send a copy thereof to the Borrower if requestedBorrower. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations"); (ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations Discharged Rights and claims among the Obligors and the Existing Lender Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iiiii) the Facility Agent, the Security Agent, the Mandated Lead ArrangersArranger, the New Lender and the other Lenders Lenders, shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, claims rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iiiiv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 (Conditions Limitation of Assignment and Transfer) responsibility of Existing Lenders), a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and is delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof to the Borrower if requestedBorrower. (b) On the a Transfer Date: (i) each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under this Agreement and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations Discharged Rights and claims among the Obligors and the Existing Lender Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender; (iiiii) the Facility Agent, the Security Agent, the Mandated Lead Arrangers, Calculation Agent and the New Lender and the other Lenders shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an the Original Lender with the rights, claims rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers Calculation Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iiiiv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) 25.5.1 Subject to the conditions set out in Clause 22.2 25.2 (Conditions of Assignment and Transferassignment or transfer) a transfer is effected in accordance with paragraph (b) 25.5.2 below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof of that Transfer Certificate to the Borrower if requestedBorrower. (b) 25.5.2 On the Transfer Date: (iA) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the "Discharged Rights and Obligations"); (B) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations Discharged Rights and claims among the Obligors and the Existing Lender Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iiC) the Facility Agent, the Security Agent, the Mandated Lead ArrangersCo-ordinating Arranger, the New Lender and the other Lenders shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, claims rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers Co-ordinating Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iiiD) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of Assignment and Transferassignment or transfer) a transfer is effected on the Transfer Date in accordance with paragraph (b) below when the Facility Agent executes an otherwise provided that a duly completed Transfer Certificate is delivered to it the Agent by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof Lender at least five Business Days prior to the Borrower if requestedTransfer Date. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations"); (ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations Discharged Rights and claims among the Obligors and the Existing Lender Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iiiii) the Facility Agent, the Security Agent, the Mandated Lead ArrangersArranger, the New Lender and the other Lenders shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, claims rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iiiiv) the New Lender shall become a Party as a “"Lender”".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 24.2 (Conditions of Assignment and Transferassignment or transfer) a transfer is effected on the Transfer Date in accordance with paragraph (b) below when the Facility Agent executes an otherwise provided that a duly completed Transfer Certificate is delivered to it the Agent by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof Lender at least five Business Days prior to the Borrower if requestedTransfer Date. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations Discharged Rights and claims among the Obligors and the Existing Lender Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iiiii) the Facility Agent, the Security Agent, the Mandated Lead ArrangersArranger, the New Lender and the other Lenders shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, claims rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iiiiv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 25.2 (Conditions of Assignment and Transfer) a an assignment and transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof to the Borrower if requestedCertificate. (b) On the Transfer Date: (i) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations and claims among the Obligors and the Existing Lender only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (ii) the Facility Agent, the Security Agent, the Mandated Lead Arrangers, the New Lender and Lender, the other Lenders and any relevant Fronting Banks shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, claims and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers Arrangers, any relevant Fronting Banks and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iii) the New Lender shall become a Party as a “Lender”"LENDER".

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions of Assignment and Transferassignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof to the Borrower if requestedAgreement. (b) On By virtue of the execution of a Transfer Agreement, as from the Transfer Date: (i) to the extent that in the Transfer Agreement the Existing Lender seeks to transfer its rights and obligations under the Finance Documents, the Existing Lender shall be discharged to the extent provided for in the Transfer Agreement from further obligations towards each of the Obligors Borrowers and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from other Finance Parties under the rights, obligations and claims among the Obligors and the Existing Lender only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing LenderFinance Documents; (ii) the Facility rights and obligations of the Existing Lender with respect to the Borrowers shall be transferred to the New Lender, to the extent provided for in the Transfer Agreement; (iii) the Agent, the Security Agent, the Mandated Lead ArrangersArranger, the New Lender and the other Lenders shall acquire have the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had had the New Lender been an Original Lender with the rights, claims rights and/or obligations acquired or assumed by to which it is entitled and subject as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreementthe Finance Documents; and (iiiiv) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a1) Subject to the conditions set out in Clause 22.2 clause 25.2 (Conditions of Assignment and Transfer) ), a transfer Transfer is effected in accordance with paragraph (bclause 25.4(2) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New new Lender. The Facility Agent shall, subject to clause 25.4(2) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof to the Borrower if requestedCertificate. (b2) The Facility Agent shall only be obliged to execute a Transfer 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 that apply to it (if any) in relation to the transfer to such new Lender. (3) On the Transfer Date: (ia) the Transfer shall take effect under the Finance Documents so that the rights and/or obligations which are the subject of the Transfer shall be ceded and delegated by the Existing Lender to the new Lender (Transferred Rights and Obligations); (b) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, perform their obligations and claims among exercise their rights in relation to the Obligors Transferred Rights and Obligations in favour of or against the Existing Lender only insofar new Lender, as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lendercase may be; (iic) the Facility Agent, the Security AgentArranger, the Mandated Lead Arrangers, the New new Lender and the other Lenders shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New new Lender been an Original Lender with the rights, claims rights and/or obligations acquired or assumed by it as a result of comprising the transfer Transferred Rights and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers and Obligations; (d) the Existing Lender shall each be released from further obligations to each other Lender under this Agreementthe Finance Documents to the extent of the Transferred Rights and Obligations; and (iiie) the New new Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 23.2 (Conditions of Assignment and Transfertransfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof to the Borrower if requestedCertificate. (b) On the Transfer Date: (i) each of to the Obligors extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights and obligations under the Finance Documents the Borrowers and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) the Borrowers and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations Discharged Rights and claims among the Obligors and the Existing Lender Obligations only insofar as that Obligor the Borrowers and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrowers and the Existing Lender; (ii) the Facility Agent, the Security Agent, the Mandated Lead Arrangers, the New Lender and the other Lenders shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, claims and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iii) the New Lender shall become a Party as a “Lender”.

Procedure for transfer. (a) Subject to the conditions set out in Clause 22.2 25.2 (Conditions of Assignment and Transfer) a an assignment and transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and promptly deliver a copy thereof to the Borrower if requestedCertificate. (b) On the Transfer Date: (i) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the rights, obligations and claims among the Obligors and the Existing Lender only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (ii) the Facility Agent, the Security Agent, the Mandated Lead Arrangers, the New Lender and Lender, the other Lenders and any relevant Issuing Banks shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights, claims and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arrangers Arrangers, any relevant Issuing Banks and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (iii) the New Lender shall become a Party as a “Lender”"LENDER".