Common use of Substitution of Obligor Clause in Contracts

Substitution of Obligor. The Company and the Guarantor may at any time, without the consent of any Holders, arrange for and cause the substitution of the Guarantor (including any successor Guarantor pursuant to Section 5.04) or any subsidiary of the Guarantor (the "Substituted Obligor") in place of the Company as the principal obligor in respect of any series of Securities, subject to the conditions that: (a) the Substituted Obligor executes a supplemental indenture, in form and substance satisfactory to the Trustee, in which it agrees to be bound by the terms of this Indenture, with any consequential amendments that the Trustee may deem appropriate, as fully as if the Substituted Obligor had been named in this Indenture and on the Securities of such series in place of the Company; (b) the Substituted Obligor is organized and validly existing under the laws of the United States or the United Kingdom or is organized and validly existing under the laws of a jurisdiction that is a member country of the Organisation for Economic Cooperation and Development (or any successor thereto) and, if such Substituted Obligor is not organized and validly existing under the laws of the United States or the United Kingdom, such Substituted Obligor shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 with respect to taxes imposed in the Substituted Obligor's jurisdiction of organization, and such Substituted Obligor shall benefit from a redemption option comparable to that described in Article Three in the event of changes in taxes in such jurisdiction after the date of such consolidation, merger or sale, in each case in form and substance satisfactory to the Trustee; and (c) unless the Substituted Obligor is the Guarantor, the obligations of the Substituted Obligor under the Indenture and the Securities of such series are guaranteed by the Guarantor on the same terms as the Guarantee of the Company's obligations in respect of such Securities immediately prior to such substitution.

Substitution of Obligor. (a) The Company and the Guarantor may at any time, without the consent of any Holders, arrange for and cause the substitution of the Company as the principal obligor by the Guarantor (including any successor Guarantor pursuant to Section 5.04Guarantor) or any subsidiary of the Guarantor (the "“Substituted Obligor"”) in place of the Company as the principal obligor in respect of any series of Securities, if, immediately after giving effect to such transaction or transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and subject to the conditions that: : (a1) the Substituted Obligor executes a supplemental indenture, in form and substance satisfactory to the Trustee, in which it agrees to be bound by the terms of this Indenture, with any consequential amendments that the Trustee may deem appropriate, as fully as if the Substituted Obligor had been named in this Indenture and on the Securities of such series in place of the Company; ; (b2) the Substituted Obligor is organized and validly existing under the laws of the United States or the United Kingdom or is organized and validly existing under the laws of a jurisdiction that is a member country of the Organisation for Economic Cooperation and Development (or any successor thereto) andor, if such Substituted Obligor is not organized and validly existing under the laws of the United States or the United KingdomStates, such Substituted Obligor shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 4.06 with respect to taxes imposed in the Substituted Obligor's ’s jurisdiction of organizationresidence, and such Substituted Obligor shall benefit from a redemption option comparable to that described in Article Three III in the event of changes in taxes in such jurisdiction after the date of such consolidation, merger or salesubstitution, in each case in form and substance satisfactory to the Trustee; and and (c3) unless the Substituted Obligor is the Guarantor, the obligations of the Substituted Obligor under the Indenture and the Securities of such series are guaranteed by the Guarantor or a Person assuming the Guarantor’s role pursuant to a Voluntary Assumption on the same terms as the Guarantee of the Company's ’s obligations in respect of such Securities immediately prior to such substitution. (b) Upon the substitution of the Company or a Substituted Obligor, as applicable, in accordance with the terms of this Section, the Company or the Substituted Obligor, as applicable, will have no further obligations in respect of the relevant series of Securities.

Substitution of Obligor. (a) The Company and the Guarantor may at any time, without the consent of any Holders, arrange for and cause the substitution of the Company as the principal obligor by the Guarantor (including any successor Guarantor pursuant to Section 5.04) or any subsidiary of the Guarantor (the "“Substituted Obligor"”) in place of the Company as the principal obligor in respect of any series of Securities, if, immediately after giving effect to such transaction or transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and subject to the conditions that: (a1) the Substituted Obligor executes a supplemental indenture, in form and substance satisfactory to the Trustee, in which it agrees to be bound by the terms of this Indenture, with any consequential amendments that the Trustee may deem appropriate, as fully as if the Substituted Obligor had been named in this Indenture and on the Securities of such series in place of the Company; (b2) the Substituted Obligor is organized and validly existing under the laws of the United States or the United Kingdom England and Wales or The Netherlands or is organized and validly existing under the laws of a jurisdiction that is a member country of the Organisation Organization for Economic Cooperation and Development (or any successor thereto) and, if such Substituted Obligor is not organized and validly existing under the laws of The Netherlands, the United States or the United KingdomEngland and Wales, such Substituted Obligor shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 4.07 with respect to taxes imposed in the Substituted Obligor's ’s jurisdiction of organizationresidence, and such Substituted Obligor shall benefit from a redemption option comparable to that described in Article Three III in the event of changes in taxes in such jurisdiction after the date of such consolidation, merger or sale, in each case in form and substance satisfactory to the Trustee; and (c3) unless the Substituted Obligor is the Guarantor, the obligations of the Substituted Obligor under the Indenture and the Securities of such series are guaranteed by the Guarantor or a Person assuming the Guarantor’s role pursuant to a Voluntary Assumption on the same terms as the Guarantee of the Company's ’s obligations in respect of such Securities immediately prior to such substitution. (b) Upon the substitution of the Company or a Substituted Obligor, as applicable, in accordance with the terms of this Section, the Company or the Substituted Obligor, as applicable, will have no further obligations in respect of the relevant series of Securities.

Substitution of Obligor. (a) The Company and the Guarantor may at any time, without the consent of any Holders, arrange for and cause the substitution of the Company as the principal obligor by the Guarantor (including any successor Guarantor pursuant to Section 5.04) or any subsidiary of the Guarantor (the "“Substituted Obligor"”) in place of the Company as the principal obligor in respect of any series of Securities, if, immediately after giving effect to such transaction or transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and subject to the conditions that: : (a1) the Substituted Obligor executes a supplemental indenture, in form and substance satisfactory to the Trustee, in which it agrees to be bound by the terms of this Indenture, with any consequential amendments that the Trustee may deem appropriate, as fully as if the Substituted Obligor had been named in this Indenture and on the Securities of such series in place of the Company; ; (b2) the Substituted Obligor is organized and validly existing under the laws of the United States or the United Kingdom or is organized and validly existing under the laws of a jurisdiction that is a member country of the Organisation for Economic Cooperation and Development (or any successor thereto) andor, if such Substituted Obligor is not organized and validly existing under the laws of the United States or the United KingdomStates, such Substituted Obligor shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 4.06 with respect to taxes imposed in the Substituted Obligor's ’s jurisdiction of organizationresidence, and such Substituted Obligor shall benefit from a redemption option comparable to that described in Article Three III in the event of changes in taxes in such jurisdiction after the date of such consolidation, merger or salesubstitution, in each case in form and substance satisfactory to the Trustee; and and (c3) unless the Substituted Obligor is the Guarantor, the obligations of the Substituted Obligor under the Indenture and the Securities of such series are guaranteed by the Guarantor or a Person assuming the Guarantor’s role pursuant to a Voluntary Assumption on the same terms as the Guarantee of the Company's ’s obligations in respect of such Securities immediately prior to such substitution. (b) Upon the substitution of the Company or a Substituted Obligor, as applicable, in accordance with the terms of this Section, the Company or the Substituted Obligor, as applicable, will have no further obligations in respect of the relevant series of Securities.

Substitution of Obligor. (a) The Company and the Guarantor may at any time, without the consent of any Holders, arrange for and cause the substitution of the Company as the principal obligor by the Guarantor (including any successor Guarantor pursuant to Section 5.04) or any subsidiary of the Guarantor (the "“Substituted Obligor"”) in place of the Company as the principal obligor in respect of any series of Securities, if, immediately after giving effect to such transaction or transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and subject to the conditions that: : (a1) the Substituted Obligor executes a supplemental indenture, in form and substance satisfactory to the Trustee, in which it agrees to be bound by the terms of this Indenture, with any consequential amendments that the Trustee may deem appropriate, as fully as if the Substituted Obligor had been named in this Indenture and on the Securities of such series in place of the Company; Company; (b2) the Substituted Obligor is organized and validly existing under the laws of the United States or the United Kingdom or is organized and validly existing under the laws of a jurisdiction that is a member country of the Organisation for Economic Cooperation and Development (or any successor thereto) and, if such Substituted Obligor is not organized and validly existing under the laws of the United States or the United KingdomStates, such Substituted Obligor shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 4.06 with respect to taxes imposed in the Substituted Obligor's ’s jurisdiction of organizationresidence, and such Substituted Obligor shall benefit from a redemption option comparable to that described in Article Three III in the event of changes in taxes in such jurisdiction after the date of such consolidation, merger or salesubstitution, in each case in form and substance satisfactory to the Trustee; and and (c3) unless the Substituted Obligor is the Guarantor, the obligations of the Substituted Obligor under the Indenture and the Securities of such series are guaranteed by the Guarantor or a Person assuming the Guarantor’s role pursuant to a Voluntary Assumption on the same terms as the Guarantee of the Company's ’s obligations in respect of such Securities immediately prior to such substitution. (b) Upon the substitution of the Company or a Substituted Obligor, as applicable, in accordance with the terms of this Section, the Company or the Substituted Obligor, as applicable, will have no further obligations in respect of the relevant series of Securities.

Substitution of Obligor. (a) The Company and the Guarantor may at any time, without the consent of any Holders, arrange for and cause the substitution of the Company as the principal obligor by the Guarantor (including any successor Guarantor pursuant to Section 5.04) or any subsidiary of the Guarantor (the "“ Substituted Obligor"Obligor ”) in place of the Company as the principal obligor in respect of any series of Securities, if, immediately after giving effect to such transaction or transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and subject to the conditions that: (a1) the Substituted Obligor executes a supplemental indenture, in form and substance satisfactory to the Trustee, in which it agrees to be bound by the terms of this Indenture, with any consequential amendments that the Trustee may deem appropriate, as fully as if the Substituted Obligor had been named in this Indenture and on the Securities of such series in place of the Company; (b2) the Substituted Obligor is organized and validly existing under the laws of the United States or the United Kingdom England and Wales or The Netherlands or is organized and validly existing under the laws of a jurisdiction that is a member country of the Organisation Organization for Economic Cooperation and Development (or any successor thereto) and, if such Substituted Obligor is not organized and validly existing under the laws of The Netherlands, the United States or the United KingdomEngland and Wales, such Substituted Obligor shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 4.06 with respect to taxes imposed in the Substituted Obligor's ’s jurisdiction of organizationresidence, and such Substituted Obligor shall benefit from a redemption option comparable to that described in Article Three III in the event of changes in taxes in such jurisdiction after the date of such consolidation, merger or salesubstitution, in each case in form and substance satisfactory to the Trustee; and (c3) unless the Substituted Obligor is the Guarantor, the obligations of the Substituted Obligor under the Indenture and the Securities of such series are guaranteed by the Guarantor or a Person assuming the Guarantor’s role pursuant to a Voluntary Assumption on the same terms as the Guarantee of the Company's ’s obligations in respect of such Securities immediately prior to such substitution. (b) Upon the substitution of the Company or a Substituted Obligor, as applicable, in accordance with the terms of this Section, the Company or the Substituted Obligor, as applicable, will have no further obligations in respect of the relevant series of Securities.

Substitution of Obligor. (a) The Company and the Guarantor may at any time, without the consent of any Holders, arrange for and cause the substitution of the Company as the principal obligor by the Guarantor (including any successor Guarantor pursuant to Section 5.04) or any subsidiary of the Guarantor (the "“Substituted Obligor"”) in place of the Company as the principal obligor in respect of any series of Securities, if, immediately after giving effect to such transaction or transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and subject to the conditions that: (a1) the Substituted Obligor executes a supplemental indenture, in form and substance satisfactory to the Trustee, in which it agrees to be bound by the terms of this Indenture, with any consequential amendments that the Trustee may deem appropriate, as fully as if the Substituted Obligor had been named in this Indenture and on the Securities of such series in place of the Company; (b2) the Substituted Obligor is organized and validly existing under the laws of the United States or the United Kingdom or is organized and validly existing under the laws of a jurisdiction that is a member country of the Organisation for Economic Cooperation and Development (or any successor thereto) and, if such Substituted Obligor is not organized and validly existing under the laws of the United States or the United KingdomStates, such Substituted Obligor shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 4.06 with respect to taxes imposed in the Substituted Obligor's ’s jurisdiction of organizationresidence, and such Substituted Obligor shall benefit from a redemption option comparable to that described in Article Three III in the event of changes in taxes in such jurisdiction after the date of such consolidation, merger or salesubstitution, in each case in form and substance satisfactory to the Trustee; and (c3) unless the Substituted Obligor is the Guarantor, the obligations of the Substituted Obligor under the Indenture and the Securities of such series are guaranteed by the Guarantor or a Person assuming the Guarantor’s role pursuant to a Voluntary Assumption on the same terms as the Guarantee of the Company's ’s obligations in respect of such Securities immediately prior to such substitution. (b) Upon the substitution of the Company or a Substituted Obligor, as applicable, in accordance with the terms of this Section, the Company or the Substituted Obligor, as applicable, will have no further obligations in respect of the relevant series of Securities.

Substitution of Obligor. (a) The Company Issuer and the Parent Guarantor may at any time, without the consent of any Holders, arrange for and cause the substitution of the Issuer as the principal obligor by the Parent Guarantor (including any successor Parent Guarantor pursuant to Section 5.046.04) or any subsidiary of the Guarantor (the "Substituted Obligor") in place of the Company as the principal obligor in respect of any each series of SecuritiesSecurities then Outstanding, subject if, immediately after giving effect to such substitution, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing (other than a Default or Event of Default that would be cured by such substitution); provided that such substitution shall be conditioned upon the conditions that: (a) the Substituted Obligor executes a Parent Guarantor executing an indenture supplemental indenturehereto, in form and substance reasonably satisfactory to the Trustee, in which it agrees to be bound by the terms of this IndentureIndenture and the Securities of such series, with any consequential amendments that the Trustee may reasonably deem appropriate, as fully as if the Substituted Obligor Parent Guarantor had been named in this Indenture and on the Securities of such series in place of the Company;Issuer. (b) Upon the Substituted Obligor is organized and validly existing under the laws substitution of the United States or Issuer by the United Kingdom or is organized and validly existing under Parent Guarantor in accordance with this Section 6.05, the laws of a jurisdiction that is a member country of the Organisation for Economic Cooperation and Development (or any successor thereto) and, if such Substituted Obligor is not organized and validly existing under the laws of the United States or the United Kingdom, such Substituted Obligor Parent Guarantor shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 with respect to taxes imposed in the Substituted Obligor's jurisdiction of organizationsucceed to, and such Substituted Obligor shall benefit from a redemption option comparable to that described in Article Three in the event of changes in taxes in such jurisdiction after the date of such consolidationbe substituted for, merger or sale, in each case in form and substance satisfactory to the Trustee; and (c) unless the Substituted Obligor is the Guarantormay exercise every right and power of, the Issuer under this Indenture with the same effect as if the Parent Guarantor had been named as the Issuer herein, and thereafter (i) the Issuer shall be relieved of all obligations of the Substituted Obligor and covenants under the this Indenture and the Securities and (ii) the Parent Guarantor shall be relieved of such series are guaranteed by the Guarantor on the same terms as all obligations with respect to the Guarantee of the Company's obligations in respect of such Securities immediately prior to such substitutionunder Article XV.

Substitution of Obligor. The Company and the Guarantor may at (a) At any time, without the consent of any Holders, arrange for and cause the substitution of the Guarantor (including any successor Guarantor pursuant to Section 5.04) or any subsidiary of the Guarantor an Obligor (the "Substituted Existing Obligor") in place of the Company as the principal obligor in respect of any series of Securitiesmay, subject to the conditions thatprovisions of this Agreement, assign or transfer (including by way of novation) any Loan to any other Obligor or a new obligor may accede to this Agreement (each a New Obligor) (including, without limitation, where the Existing Obligor is proposing to transfer a Property financed by that Loan to a New Obligor). (b) An assignment of rights, transfer or accession (as the case may be) will only be effective if: (ai) the Substituted Facility Agent has notified the AMB Agent and the Facility Agent that it has received all of the documents and evidence set out in Part F of Schedule 2 (Conditions Precedent – Additional Obligor); (ii) the Facility Agent’s consent (not to be unreasonably withheld or delayed) is obtained prior to the transfer, assignment or accession (unless it is specified not to be required in the relevant circumstances by the terms of this Agreement); and (iii) the New Obligor executes a supplemental indentureperforms all necessary acts, and confirms to the Facility Agent in form and substance satisfactory to the TrusteeFacility Agent (acting reasonably) that: (A) in the case of an assignment or transfer of an Existing Oxxxxxx’s rights and obligations, in which it agrees to be is bound by obligations to the terms of Finance Parties under this Indenture, with any consequential amendments that Agreement and the Trustee may deem appropriate, as fully as Finance Documents equivalent to those it would have been under if it were the Substituted Existing Obligor had been named in this Indenture and on the Securities of such series in place of the Company;by executing a Transfer Certificate; or (bB) in the Substituted Obligor is organized and validly existing under the laws of the United States or the United Kingdom or is organized and validly existing under the laws case of a jurisdiction that New Obligor acceding to this Agreement, it is a member country of the Organisation for Economic Cooperation and Development (or any successor thereto) and, if such Substituted Obligor is not organized and validly existing under the laws of the United States or the United Kingdom, such Substituted Obligor shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 with respect to taxes imposed in the Substituted Obligor's jurisdiction of organization, and such Substituted Obligor shall benefit from a redemption option comparable to that described in Article Three in the event of changes in taxes in such jurisdiction after the date of such consolidation, merger or sale, in each case in form and substance satisfactory obligations to the Trustee; andFinance Parties under this Agreement and the Finance Documents (including but not limited to the Deed of Subordination) equivalent to those it would have been under if it were an Original Obligor. (c) unless If the Substituted Obligor Facility Agent’s consent is the Guarantorgranted in accordance with, or not required pursuant to Clause 30.2(b)(ii), the obligations Finance Parties shall use all reasonable efforts to assist the Existing Obligor or the New Obligor to effect a transfer, assignment or accession (as the case may be). (d) For the purposes of a Converted Loan, the giving of a Conversion Offer is deemed to be evidence of the Substituted Obligor under the Indenture and the Securities of such series are guaranteed by the Guarantor on the same terms as the Guarantee of the Company's obligations in respect of such Securities immediately prior to such substitutionFacility Agent’s consent.