Common use of Procedure for Transfers Clause in Contracts

Procedure for Transfers. (a) Subject to the conditions set out in Clause 24.3 (Conditions of Transfer) and Clause 36.5 (Replacement of a Lender), a transfer by novation is effected in accordance with paragraph (e) below when the Agent executes an otherwise duly completed Transfer Certificate executed and delivered to it by the Existing Lender and the New Lender. (b) The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt of a duly completed Transfer Certificate which appears on its face to comply with the terms of this Agreement and appears to be delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and record the transfer in the Register. 120 Project Meria: Senior Facilties Agreement (c) The Agent shall only be obliged to execute a Transfer Certificate delivered to it in accordance with the provisions of this Clause 24.7 once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (d) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Agent to execute any duly completed Transfer Certificate on its behalf. (e) On the Transfer Date: (i) to the extent that in such Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, the Borrower and such Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (such rights and obligations being referred to in this Clause 24.7 as "discharged rights and obligations"); (ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Borrower and that New Lender have assumed and/or acquired the same in place of the Borrower and such Existing Lender; (iii) the Agent, the Mandated Lead Arrangers, the New Lender and the other Finance Parties shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender been an Original Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Mandated Lead Arrangers and the relevant Existing Lender and the other Finance Parties (other than the New Lender) shall each be released from further obligations to each other under the Finance Documents; and (iv) such New Lender shall become a party hereto as a Lender.

Procedure for Transfers. (a) Subject to the conditions set out in Clause 24.3 25.2 (Conditions of Assignment or Transfer) and Clause 36.5 (Replacement of a Lender), a transfer by novation is effected in accordance with paragraph (ec) below when the Agent executes an otherwise duly completed Transfer Certificate executed and delivered to it by the Existing Lender and the New Lender. (b) . The Agent shall, subject to paragraph (cb) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate which appears appearing on its face to comply with the terms of this Agreement and appears to be delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and record the transfer in the Register. 120 Project Meria: Senior Facilties AgreementCertificate. (cb) The Agent shall only be obliged to execute a Transfer Certificate delivered to it in accordance with by the provisions of this Clause 24.7 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.. ​ (dc) Each Party Subject to Clause 25.10(a) (other than the Existing Lender and the New Lender) irrevocably authorises the Agent to execute any duly completed Transfer Certificate Pro Rata Interest Settlement), on its behalf. (e) On the Transfer Date: (i) to the extent that in such the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect Documents, each of the Transaction Security, Obligors and the Borrower and such Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (such rights being the “Discharged Rights and obligations being referred to in this Clause 24.7 as "discharged rights and obligations"Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights Discharged Rights and obligations Obligations only insofar as that Obligor or other member of the Borrower Nigeria Group and that the New Lender have assumed and/or acquired the same in place of that Obligor and the Borrower and such Existing Lender; (iii) the Agent, the Mandated Lead Arrangers, the New Lender and the other Finance Parties Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such the New Lender been an Original Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such the transfer and to that extent the Agent, the Mandated Lead Arrangers Arranger and the relevant Existing Lender and the other Finance Parties (other than the New Lender) shall each be released from further obligations to each other under the Finance Documents; and (iv) such the New Lender shall become a party hereto Party as a “Lender”.

Procedure for Transfers. (a) Subject A transfer by way of novation is effected if: (i) the Existing Bank and the New Bank deliver to the conditions relevant Agent a duly completed certificate substantially in the form set out in Clause 24.3 Schedule 5 (Conditions of Transfera "TRANSFER CERTIFICATE") with such changes as that Agent approves to achieve a substantially similar effect (which may be delivered by fax and Clause 36.5 (Replacement confirmed by delivery of a Lender), a transfer by novation hard copy original but the fax will be effective irrespective of whether confirmation is effected in accordance with paragraph received; and (eii) below when the Facility Agent executes an otherwise duly completed Transfer Certificate executed and delivered to it by the Existing Lender and the New Lenderit. (b) The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt of a duly completed Transfer Certificate which appears on its face to comply with the terms of this Agreement and appears to be delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and record the transfer in the Register. 120 Project Meria: Senior Facilties Agreement (c) The Agent shall only be obliged to execute a Transfer Certificate delivered to it in accordance with the provisions of this Clause 24.7 once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (d) Each Party (other than the Existing Lender Bank and the New LenderBank) irrevocably authorises the relevant Agent to execute any duly completed Transfer Certificate on its behalfbehalf and that Agent agrees promptly to provide a copy of the Transfer Certificate to NGG after it has executed it. (ec) On To the extent that they are expressed to be the subject of the transfer in the Transfer Date:Certificate) on the date of execution of the Transfer Certificate by the Facility Agent (or the date specified in the Transfer Certificate if later): (i) to the extent that in such Transfer Certificate the Existing Lender seeks to transfer by novation its rights Bank and obligations under the Finance Documents and in respect of other Parties (the Transaction Security, the Borrower and such Existing Lender shall "EXISTING PARTIES") will be released from further their obligations towards one another under to each other (the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (such rights and obligations being referred to in this Clause 24.7 as "discharged rights and obligationsDISCHARGED OBLIGATIONS"); (ii) the Borrower New Bank and the New Lender shall existing Parties will assume obligations towards one another and/or each other which differ from the discharged obligations only in so far 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 one another each other which differ from the discharged rights and obligations only insofar in so far as they are exercisable by or against the Borrower and that New Lender have assumed and/or acquired the same in place Bank instead of the Borrower and such Existing Lender;Bank, all on the date of execution of the Transfer Certificate by the relevant Agent or, if later, the date specified in the Transfer Certificate. (iiid) If the Agenteffective date of a novation is after the date a Utilisation Request is received by an Agent but before the date a requested Advance is disbursed to for the relevant Borrower, the Mandated Lead Arrangers, Existing Bank shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation and the New Lender Bank shall reimburse the Existing Bank for its participation in that Advance and all interest and fees thereon up to the other Finance Parties shall acquire date of reimbursement (in each case to the same rights and benefits and assume extent attributable to the same obligations between themselves as they would have acquired and assumed had such New Lender been an Original Lender with discharged obligations) within three Business Days of the rights, benefits and/or obligations acquired or assumed by it as a result Utilisation Date of such transfer and to that extent the Agent, the Mandated Lead Arrangers and the relevant Existing Lender and the other Finance Parties (other than the New Lender) shall each be released from further obligations to each other under the Finance Documents; and (iv) such New Lender shall become a party hereto as a LenderAdvance.

Procedure for Transfers. (a) Subject A transfer by way of novation is effected if: (i) the Existing Bank and the New Bank deliver to the conditions relevant Agent a duly completed certificate substantially in the form set out in Clause 24.3 Schedule 5 (Conditions of TransferTransfer Certificate) (a “Transfer Certificate”) with such changes as that Agent approves to achieve a substantially similar effect (which may be delivered by fax and Clause 36.5 (Replacement confirmed by delivery of a Lenderhard copy original but the fax will be effective irrespective of whether confirmation is received), a transfer by novation is effected in accordance with ; and (ii) the Facility Agent (subject to paragraph (eb) below when the Agent below) executes an otherwise duly completed Transfer Certificate executed and delivered to it by the Existing Lender and the New Lenderit. (b) The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt of a duly completed Transfer Certificate which appears on its face to comply with the terms of this Agreement and appears to be delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and record the transfer in the Register. 120 Project Meria: Senior Facilties Agreement (c) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it in accordance with by an Existing Bank and the provisions New Bank upon its completion of this Clause 24.7 once it is satisfied it has complied with all necessary "“know your customer" ” or similar other checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the transfer to such New LenderBank. (dc) Each Party (other than the Existing Lender Bank and the New LenderBank) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalfbehalf and the Facility Agent agrees promptly to provide a copy of the Transfer Certificate to the Borrower after it has executed it. (ed) On To the extent that they are expressed to be the subject of the transfer in the Transfer Date:Certificate, on the date of execution of the Transfer Certificate by the Facility Agent (or the date specified in the Transfer Certificate if later): (i) to the extent that in such Transfer Certificate the Existing Lender seeks to transfer by novation its rights Bank and obligations under the Finance Documents and in respect of other Parties (the Transaction Security, the Borrower and such Existing Lender shall “existing Parties”) will be released from further their obligations towards one another under to each other (the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (such rights and obligations being referred to in this Clause 24.7 as "“discharged rights and obligations"”); (ii) the Borrower New Bank and the New Lender shall existing Parties will assume obligations towards one another and/or each other which differ from the discharged obligations only in so far as they are owed to or assumed by the New Bank instead of the Existing Bank; Back to Contents (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 one another each other which differ from the discharged rights and obligations only insofar in so far as they are exercisable by or against the Borrower and that New Lender have assumed and/or acquired the same in place Bank instead of the Borrower and such Existing Lender;Bank, all on the date of execution of the Transfer Certificate by the Facility Agent or, if later, the date specified in the Transfer Certificate. (iiie) If the Agenteffective date of a novation is after the date a Utilisation Request is received by an Agent but before the date a requested Advance is disbursed to for the Borrower, the Mandated Lead Arrangers, Existing Bank shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation and the New Lender Bank shall reimburse the Existing Bank for its participation in that Advance and all interest and fees thereon up to the other Finance Parties shall acquire date of reimbursement (in each case to the same rights and benefits and assume extent attributable to the same obligations between themselves as they would have acquired and assumed had such New Lender been an Original Lender with discharged obligations) within three Business Days of the rights, benefits and/or obligations acquired or assumed by it as a result Utilisation Date of such transfer and to that extent the Agent, the Mandated Lead Arrangers and the relevant Existing Lender and the other Finance Parties (other than the New Lender) shall each be released from further obligations to each other under the Finance Documents; and (iv) such New Lender shall become a party hereto as a LenderAdvance.

Procedure for Transfers. (a) Subject to the conditions set out in Clause 24.3 25.2 (Conditions of Assignment or Transfer) and Clause 36.5 (Replacement of a Lender), a transfer by novation is effected in accordance with paragraph (ec) below when the Agent executes an otherwise duly completed Transfer Certificate executed and delivered to it by the Existing Lender and the New Lender. (b) . The Agent shall, subject to paragraph (cb) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate which appears appearing on its face to comply with the terms of this Agreement and appears to be delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and record the transfer in the Register. 120 Project Meria: Senior Facilties AgreementCertificate. (cb) The Agent shall only be obliged to execute a Transfer Certificate delivered to it in accordance with by the provisions of this Clause 24.7 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.. ​ ​ (dc) Each Party Subject to Clause 25.10(a) (other than the Existing Lender and the New Lender) irrevocably authorises the Agent to execute any duly completed Transfer Certificate Pro Rata Interest Settlement), on its behalf. (e) On the Transfer Date: (i) to the extent that in such the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect Documents, each of the Transaction Security, Obligors and the Borrower and such Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (such rights being the “Discharged Rights and obligations being referred to in this Clause 24.7 as "discharged rights and obligations"Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights Discharged Rights and obligations Obligations only insofar as that Obligor or other member of the Borrower Nigeria Group and that the New Lender have assumed and/or acquired the same in place of that Obligor and the Borrower and such Existing Lender; (iii) the Agent, the Mandated Lead Arrangers, the New Lender and the other Finance Parties Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such the New Lender been an Original Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such the transfer and to that extent the Agent, the Mandated Lead Arrangers Arranger and the relevant Existing Lender and the other Finance Parties (other than the New Lender) shall each be released from further obligations to each other under the Finance Documents; and (iv) such the New Lender shall become a party hereto Party as a “Lender”.

Procedure for Transfers. (a) Subject A transfer by way of novation is effected if: (i) the Existing Bank and the New Bank deliver to the conditions Agent a duly completed certificate substantially in the form set out in Clause 24.3 Schedule 6 (Conditions of Transfera "Transfer Certificate") with such changes as the Agentapproves to achieve a substantially similar effect (which may be delivered by fax and Clause 36.5 (Replacement confirmed by delivery of a Lender), a transfer by novation hard copy original but the fax will be effective irrespective of whether confirmation is effected in accordance with paragraph received; and (eii) below when the Agent executes an otherwise duly completed Transfer Certificate executed and delivered to it by the Existing Lender and the New Lenderit. (b) The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt of a duly completed Transfer Certificate which appears on its face to comply with the terms of this Agreement and appears to be delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and record the transfer in the Register. 120 Project Meria: Senior Facilties Agreement (c) The Agent shall only be obliged to execute a Transfer Certificate delivered to it in accordance with the provisions of this Clause 24.7 once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (d) Each Party (other than the Existing Lender Bank and the New LenderBank) irrevocably authorises the Agent to execute any duly completed Transfer Certificate on its behalfbehalf and the Agent agrees promptly to provide a copy of the Transfer Certificate to NGG after it has executed it. (ec) On To the extent that they are expressed to be the subject of the transfer in the Transfer Date:Certificate) on the date of execution of the Transfer Certificate by the Agent (or the date specified in the Transfer Certificate if later): (i) to the extent that in such Transfer Certificate the Existing Lender seeks to transfer by novation its rights Bank and obligations under the Finance Documents and in respect of other Parties (the Transaction Security, the Borrower and such Existing Lender shall "existing Parties") will be released from further their obligations towards one another under to each other (the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (such rights and obligations being referred to in this Clause 24.7 as "discharged rights and obligations"); (ii) the Borrower New Bank and the New Lender shall existing Parties will assume obligations towards one another and/or each other which differ from the discharged obligations only in so far 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 one another each other which differ from the discharged rights and obligations only insofar in so far as they are exercisable by or against the Borrower and that New Lender have assumed and/or acquired the same in place Bank instead of the Borrower and such Existing Lender;Bank, all on the date of execution of the Transfer Certificate by the Agent or, if later, the date specified in the Transfer Certificate. (iiid) If the Agenteffective date of a novation is after the date a Utilisation Request is received by the Agent but before the date a requested Advance is disbursed to or Bxxx accepted for the relevant Borrower, the Mandated Lead Arrangers, Existing Bank shall be obliged to participate in that Advance or accept that Bxxx in respect of its discharged obligations notwithstanding that novation and the New Lender Bank shall reimburse the Existing Bank for its participation in that Advance or Bxxx and all interest, fees and acceptance commission thereon up to the other Finance Parties shall acquire date of reimbursement (in each case to the same rights and benefits and assume extent attributable to the same obligations between themselves as they would have acquired and assumed had such New Lender been an Original Lender with discharged obligations) within three Business Days of the rights, benefits and/or obligations acquired Utilisation Date of that Advance or assumed by it as a result of such transfer and to that extent the Agent, the Mandated Lead Arrangers and the relevant Existing Lender and the other Finance Parties (other than the New Lender) shall each be released from further obligations to each other under the Finance Documents; and (iv) such New Lender shall become a party hereto as a LenderBxxx.