Common use of Successors and Permitted Assignees Clause in Contracts

Successors and Permitted Assignees. 17.1 Each MEP Participant shall be entitled to transfer, assign, share or otherwise deal with all or any of its rights under this Agreement, with binding effect on the State Authorities, subject only to the prior notification by the MEP Participant transferor to the State Authorities of details of such transferred rights and the recipient thereof, and if the MEP Participant transferor so elects, delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such rights; provided, however, that the State Authorities shall have the right, within fifteen (15) days of receipt of such notification, to disapprove such transfer, assignment, sharing or dealing if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety in violation of Turkish Law. Upon delivery of the form of agreement as contemplated by this Section 17.1, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. 17.2 Each MEP Participant shall be entitled to transfer, assign or otherwise deal with all or any of its obligations under this Agreement: (i) in the case of any such transfer, assignment or other dealing in relation to another MEP Participant or an Affiliate of the MEP Participant transferor, subject to prior notification by the MEP Participant transferor to the State Authorities of details of such obligations and the recipient of such obligations and delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such obligations and in form and substance satisfactory to the MEP Participant transferor which (1) provides that the transferor shall cease to be a Party to this Agreement and is released from any obligations hereunder, (2) provides that the recipient shall become a party to this Agreement in succession to the transferor and shall observe all obligations and assume any liabilities as if it had at all times been a Party to this Agreement, (3) provides that the recipient shall indemnify the transferor and all other Parties from and against obligations and liabilities that otherwise would have been the responsibility of the transferor and (4) specifies the effective date of the transfer and such other matters that the transferor shall reasonably require; (ii) in the case of any such transfer, assignment or other dealing which is not in relation to another MEP Participant or an Affiliate of the MEP Participant transferor, and where the recipient of such obligations certifies to the State Authorities that it has the financial and (to the extent it may be required in the circumstances) technical status to observe and perform such obligations, subject to not less than fifteen (15) days prior notification to the State Authorities of: (1) details of such obligations; (2) details of the recipient of such obligations; and (3) financial statements, disclosure documents and other information in relation to the statements made in such certificate and the delivery to the Government of the agreement referred to in Section 17.2(i) above. Notwithstanding anything to the contrary set forth in Section 17.2(i) in respect of Affiliates or otherwise under Section 17.2(ii), the State Authorities shall have the right, within fifteen (15) days of receipt of a prior notification by the MEP Participant transferor to the State Authorities of the details of such transferred obligations and the recipients thereof, to disapprove such transfer, assignment, sharing or other dealing respecting such Affiliate or non-Affiliated party, as the case may be, if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety in violation of Turkish Law. Upon delivery of the form of agreement as contemplated by this Section 17.2, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. Notwithstanding the foregoing in this Section 17.2 or anything else contained in this Agreement, no MEP Participant shall have the right to assign all or any portion of its obligation to pay Taxes except when such transfer of obligation is in conjunction with a transfer of all or a corresponding portion of its rights under Section 17.1. 17.3 Without releasing the MEP Participant from its obligations under this Agreement, each MEP Participant shall be entitled to undertake the Project and/or discharge all or any of its obligations hereunder by causing or procuring that such obligations are performed on its behalf by any Person; provided, however, that if the Person acting on behalf of the MEP Participant is a State Authority, then unless and to the extent the applicable Project Agreement provides to the contrary such State Authority shall bear responsibility under this Agreement for any failure or nonperformance of such obligations and the MEP Participant shall have no responsibility under this Agreement with respect thereto. 17.4 Without prejudice to the provisions of Section 17.1, each MEP Participant shall be entitled to create security interests in relation to its rights and obligations under this Agreement and any other Project Agreement in favour of banks or other financing entities (providing for, among other things, enforcement of such security by means of succeeding to the interests of the MEP Participant under this Agreement and any other Project Agreement); provided, however, that the Government shall have the right within fifteen (15) days receipt of notification to disapprove any assignment, lien creation, charge or security interest hereunder if the proposed assignee, lien holder, charge beneficiary or secured party or other party poses a threat to national security, defence, and/or public safety in violation of Turkish Law). Except as set forth in the preceding sentence, such creation of security interests and the exercise of such security interests shall be made without any requirement of consent or permission of the State Authorities and such security interests shall be binding on the State Authorities upon the MEP Participant notifying to the Government details of such security interests and the beneficiary of such security interests and the State Authorities shall, if requested by the MEP Participant, enter into such agreements or other arrangements with such banks or other financing entities as may be required by such banks or other financing entities to give effect and business efficacy to the security interests so created including, among other things: (a) advance notice by the State Authorities of any default by the MEP Participant and any intention of the State Authorities to take action in respect thereof; and (b) an acknowledgment of the existence and potential exercise of rights to remedy or cure any such default and rights to acquire or otherwise step into the position of the MEP Participant under this Agreement and any other Project Agreements pursuant to such security interests. 17.5 Without prejudice to any rights or exemptions which may have vested in the Project Participants by operation of Turkish Law (including the ratification and enactment of Project Agreements into Turkish Law as provided herein), it is acknowledged by the State Authorities that the implementation of the Project may result in circumstances in which Project Participants other than the MEP Participants are to be subject to some or all of the obligations, or are to enjoy some or all of the rights, set out in this Agreement for such Project Participant (other than in circumstances of transfer, assignment or other dealing) by the MEP Participants, and the State Authorities agree that, in such circumstances, they will, upon receipt of a duly executed agreement in form and substance satisfactory to the relevant MEP Participant or Participants to the effect that such other Project Participant shall become a contracting party and shall have the rights, exemptions and/or privileges of the applicable Project Agreements and in that respect, the State Authorities shall promptly execute such form of agreement and return it to the relevant MEP Participant or Participants. For the avoidance of doubt, the provisions of this Section 17.5 shall not operate to (i) make the subject Project Participant an MEP Participant or (ii) cause the Tax treatment of any Project Participant to be other than as set forth in Articles 9 and 15 and the other provisions of this Agreement relating specifically to Taxes. 17.6 The State Authorities expressly acknowledge that both assignments of rights and transfers of obligations by the MEP Participants pursuant to this Article 17 are foreseeable and intended by the Parties to the Agreement. In accordance with the foregoing, the State Authorities agree and commit at the request of an MEP Participant to promptly provide, receive and/or execute any further or other documentation as may be necessary in order to effect a legally enforceable assignment of rights or novation of obligations hereunder or to allow Project Participants to become contracting parties as contemplated by Section 17.5 above.

Successors and Permitted Assignees. 17.1 Each MEP Participant shall be entitled to 31.1 In accordance with the provisions of this Article 31, each TANAP Consortium Member may transfer, assign, share or otherwise deal with all or any part of its participating interest in the TANAP Project Entity, and the TANAP Project Entity may transfer, assign, share or otherwise deal with all or any part of its rights and obligations under this Agreement, in any case with binding effect on the State Authorities. 31.2 The TANAP Consortium Members and the TANAP Project Entity shall inform the Host Government about the intention of any other Entity to participate in the TANAP Project Entity as a TANAP Consortium Member. The participation of any such Entity shall be effective, subject only and each TANAP Consortium Member may be entitled to transfer the prior whole or any part of their participating interests in the TANAP Project Entity to such Entity to effect such participation, forty-five (45) days after the delivery of a written notification by the MEP Participant transferor TANAP Project Entity to the State Authorities of details of Host Government and a parent company guarantee issued by such transferred rights and the recipient thereof, and if the MEP Participant transferor so elects, delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such rights; provided, however, that the State Authorities shall have the right, within fifteen (15) days of receipt of such notification, to disapprove such transfer, assignment, sharing or dealing if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety participating Entity in violation of Turkish Law. Upon delivery of the form of agreement as contemplated by this Section 17.1, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. 17.2 Each MEP Participant shall be entitled to transfer, assign or otherwise deal with all or any of its obligations under this Agreement: (i) defined in the case of any such transfer, assignment or other dealing in relation to another MEP Participant or an Affiliate of the MEP Participant transferor, subject to prior notification by the MEP Participant transferor to the State Authorities of details of such obligations and the recipient of such obligations and delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such obligations and in form and substance satisfactory to the MEP Participant transferor which (1) provides that the transferor shall cease to be a Party to this Agreement and is released from any obligations hereunder, (2) provides that the recipient shall become a party to this Agreement in succession to the transferor and shall observe all obligations and assume any liabilities as if it had at all times been a Party to this Agreement, (Appendix 3) provides that the recipient shall indemnify the transferor and all other Parties from and against obligations and liabilities that otherwise would have been the responsibility of the transferor and (4) specifies the effective date of the transfer and such other matters that the transferor shall reasonably require; (ii) in the case of any such transfer, assignment or other dealing which is not in relation to another MEP Participant or an Affiliate of the MEP Participant transferor, and where the recipient of such obligations certifies to the State Authorities that it has the financial and (to the extent it may be required in the circumstances) technical status to observe and perform such obligations, subject to not less than fifteen (15) days prior notification to the State Authorities of: (1) details of such obligations; (2) details of the recipient of such obligations; and (3) financial statements, disclosure documents and other information in relation to the statements made in such certificate and the delivery to the . The Host Government of the agreement referred to in Section 17.2(i) above. Notwithstanding anything to the contrary set forth in Section 17.2(i) in respect of Affiliates or otherwise under Section 17.2(ii), the State Authorities shall have the right, within fifteen (15) days of receipt of a prior notification by the MEP Participant transferor to the State Authorities of the details of such transferred obligations and the recipients thereof, to disapprove such transfer, assignment, sharing or other dealing respecting such Affiliate or non-Affiliated party, as the case may be, if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety in violation of Turkish Law. Upon delivery of the form of agreement as contemplated by this Section 17.2, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. Notwithstanding the foregoing in this Section 17.2 or anything else contained in this Agreement, no MEP Participant shall have the right to assign all refuse the participation of such Entity by serving a notice to the TANAP Project Entity and TANAP Consortium Members within such forty-five (45) day period; the Host Government may only exercise such right if the proposed participant poses a threat to the State's national interest or contradicts the provisions of Article 7.11 of the TANAP IGA. 31.3 Subject to the compliance of the provisions of Article 7.11 of the TANAP IGA, each TANAP Consortium Member shall have the right to freely transfer at any portion time the whole of its obligation participating interest in the TANAP Project Entity to pay Taxes except when such transfer of obligation is in conjunction with a transfer of all or a corresponding portion of its rights under Section 17.1. 17.3 Without releasing the MEP Participant from its obligations under this Agreement, each MEP Participant shall be entitled to undertake the Project and/or discharge all or any of its obligations hereunder by causing Affiliates, or procuring that such obligations are performed on the whole or any part of its behalf by participating interest in the TANAP Project Entity to any Person; providedother TANAP Consortium Member, however, that if the Person acting on behalf of the MEP Participant is a State Authority, then unless and to the extent the applicable Project Agreement provides to the contrary such State Authority shall bear responsibility under this Agreement for any failure or nonperformance of such obligations and the MEP Participant TANAP Project Entity shall have no responsibility under this Agreement with respect thereto. 17.4 Without prejudice the right to freely transfer at any time the provisions whole of Section 17.1, each MEP Participant shall be entitled to create security interests in relation to its rights and obligations under this Agreement to any of its Affiliates, in each case provided that such Affiliate or transferee TANAP Consortium Member (as applicable) has the necessary financial and technical capability to perform its obligations under this Agreement. Any such transfer shall be effective upon the delivery of a written notification of the transfer by the transferor to the Host Government, including a confirmation of the transferee that it accepts the transfer. 31.4 The TANAP Project Entity shall have the right to transfer at any time this Agreement to any other Entity with the prior written consent of the Host Government, provided that such other Entity has the necessary financial and technical capability to perform its obligations under this Agreement. Such transfer shall be effective forty-five (45) days after the delivery of a written notification by the TANAP Project Agreement in favour of banks or other financing entities (providing for, among other things, enforcement of such security by means of succeeding Entity to the interests of the MEP Participant under this Agreement and any other Project Agreement); provided, however, that the Host Government. The Host Government shall have the right to refuse such transfer by serving a notice to the TANAP Project Entity within fifteen such forty-five (1545) days receipt of notification to disapprove any assignment, lien creation, charge or security interest hereunder day period; the Host Government may reject such transfer if the proposed assignee, lien holder, charge beneficiary or secured party or other party transferee poses a threat to the State's national security, defence, and/or public safety in violation of Turkish Law). Except as set forth in the preceding sentence, such creation of security interests and the exercise of such security interests shall be made without any requirement of consent interest or permission of the State Authorities and such security interests shall be binding on the State Authorities upon the MEP Participant notifying to the Government details of such security interests and the beneficiary of such security interests and the State Authorities shall, if requested by the MEP Participant, enter into such agreements or other arrangements with such banks or other financing entities as may be required by such banks or other financing entities to give effect and business efficacy to the security interests so created including, among other things: (a) advance notice by the State Authorities of any default by the MEP Participant and any intention of the State Authorities to take action in respect thereof; and (b) an acknowledgment of the existence and potential exercise of rights to remedy or cure any such default and rights to acquire or otherwise step into the position of the MEP Participant under this Agreement and any other Project Agreements pursuant to such security interests. 17.5 Without prejudice to any rights or exemptions which may have vested in the Project Participants by operation of Turkish Law (including the ratification and enactment of Project Agreements into Turkish Law as provided herein), it is acknowledged by the State Authorities that the implementation of the Project may result in circumstances in which Project Participants other than the MEP Participants are to be subject to some or all of the obligations, or are to enjoy some or all of the rights, set out in this Agreement for such Project Participant (other than in circumstances of transfer, assignment or other dealing) by the MEP Participants, and the State Authorities agree that, in such circumstances, they will, upon receipt of a duly executed agreement in form and substance satisfactory to the relevant MEP Participant or Participants to the effect that such other Project Participant shall become a contracting party and shall have the rights, exemptions and/or privileges of the applicable Project Agreements and in that respect, the State Authorities shall promptly execute such form of agreement and return it to the relevant MEP Participant or Participants. For the avoidance of doubt, contradicts the provisions of this Section 17.5 shall not operate to (i) make the subject Project Participant an MEP Participant or (ii) cause the Tax treatment of any Project Participant to be other than as set forth in Articles 9 and 15 and the other provisions of this Agreement relating specifically to Taxes. 17.6 The State Authorities expressly acknowledge that both assignments of rights and transfers of obligations by the MEP Participants pursuant to this Article 17 are foreseeable and intended by the Parties to the Agreement. In accordance with the foregoing, the State Authorities agree and commit at the request of an MEP Participant to promptly provide, receive and/or execute any further or other documentation as may be necessary in order to effect a legally enforceable assignment of rights or novation of obligations hereunder or to allow Project Participants to become contracting parties as contemplated by Section 17.5 above.7.11

Successors and Permitted Assignees. 17.1 16.1 Each MEP Participant shall be entitled to transfer, assign, share or otherwise deal with all or any of its rights under this Agreement, with binding effect on the State Authorities, subject only to the prior notification by the MEP Participant transferor to the State Authorities of details of such transferred rights and the recipient thereof, and if the MEP Participant transferor so elects, delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such rights; provided, however, that the State Authorities shall have the right, within fifteen twenty (1520) days of receipt of such notification, to disapprove such transfer, assignment, sharing or dealing if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety in violation of Turkish Georgian Law. Upon delivery of the form of agreement as contemplated by this Section 17.116.1, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. 17.2 16.2 Each MEP Participant shall be entitled to transfer, assign or otherwise deal with all or any of its obligations under this Agreement, with binding effect on the State Authorities, subject to the requirement that the MEP Participant transferor provide to the State Authorities not less than twenty (20) days prior notification of: (i) the details of the proposed transaction with respect to obligations proposed to be retained and those transferred; (ii) the details of the recipient in the case context of any the proposed transaction and, in particular, the obligations proposed to be assumed; and (iii) certified financial statements, disclosure documents and other relevant information reasonably demonstrating to the State Authorities that the transferee has the financial and (to the extent it may be required in the circumstances) technical capability to observe and perform such obligations. The State Authorities shall have the right, within twenty (20) days of receipt of the foregoing, to disapprove such transfer, assignment assignment, sharing or other dealing on the basis that the proposed transferee has not reasonably demonstrated that (i) it has the financial or (to the extent it may be required in relation the circumstances) technical capability to another MEP Participant observe and perform such obligations or an Affiliate (ii), except when the proposed recipient of the obligation is an MEP Participant transferorParticipant, subject the proposed recipient poses a threat to prior notification by national security, defense and/or public safety in violation of Georgian Law. If the State Authorities have not provided notice of disapproval of such proposed transaction to the MEP Participant transferor to within twenty (20) days after receipt of transaction notification and supporting information, such transaction shall be deemed approved. Unless the State Authorities of details of such obligations MEP Participant transferor and the recipient of such obligations and delivery to otherwise agree, the State Authorities terms of an their agreement duly executed by the MEP Participant and the recipient of such obligations and transfer shall provide, in form and substance satisfactory to the MEP Participant transferor which transferor, (1) provides that the transferor shall cease to be a Party to this Agreement and is released from any obligations hereunder, (2) provides that the recipient shall become a party to this Agreement in succession to the transferor and shall observe all obligations and assume any liabilities as if it had at all times been a Party to this Agreement, (3) provides that the recipient shall indemnify the transferor and all other Parties from and against obligations and liabilities that otherwise would have been the responsibility of the transferor and (4) specifies the effective date of the transfer and such other matters that the transferor shall reasonably require; (ii) in the case of any such transfer, assignment or other dealing which is not in relation to another MEP Participant or an Affiliate of the MEP Participant transferor, and where the recipient of such obligations certifies to the State Authorities that it has the financial and (to the extent it may be required in the circumstances) technical status to observe and perform such obligations, subject to not less than fifteen (15) days prior notification to the State Authorities of: (1) details of such obligations; (2) details of the recipient of such obligations; and (3) financial statements, disclosure documents and other information in relation to the statements made in such certificate and the delivery to the Government of the agreement referred to in Section 17.2(i) above. Notwithstanding anything to the contrary set forth in Section 17.2(i) in respect of Affiliates or otherwise under Section 17.2(ii), the State Authorities shall have the right, within fifteen (15) days of receipt of a prior notification by the MEP Participant transferor to the State Authorities of the details of such transferred obligations and the recipients thereof, to disapprove such transfer, assignment, sharing or other dealing respecting such Affiliate or non-Affiliated party, as the case may be, if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety in violation of Turkish Law. Upon delivery of the form of agreement as contemplated by this Section 17.2such agreement, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. Notwithstanding the foregoing in this Section 17.2 16.2 or anything else contained in this Agreement, no MEP Participant shall have the right to assign all or any portion of its obligation to pay Taxes except when such transfer of obligation is in conjunction with a transfer of all or a corresponding portion of its rights under Section 17.116.1. 17.3 16.3 Without releasing the MEP Participant from its obligations under this Agreement, each MEP Participant shall be entitled to undertake the Project and/or discharge all or any of its obligations hereunder by causing or procuring that such obligations are performed on its behalf by any Person; provided, however, that if the Person acting on behalf of the MEP Participant is a State Authority, then unless and to the extent the applicable Project Agreement provides to the contrary such State Authority shall bear responsibility under this Agreement for any failure or nonperformance of such obligations and the MEP Participant shall have no responsibility under this Agreement with respect thereto. 17.4 16.4 Without prejudice to the provisions of Section 17.116.1, each MEP Participant shall be entitled to create security interests in relation to its rights and obligations under this Agreement and any other Project Agreement in favour of banks or other financing entities (providing for, among other things, enforcement of such security by means of succeeding to the interests of the MEP Participant under this Agreement and any other Project Agreement); provided, however, that the Government shall have the right within fifteen (15) days receipt of notification to disapprove any assignment, lien creation, charge or security interest hereunder if the proposed assignee, lien holder, charge beneficiary or secured party or other party poses a threat to national security, defence, and/or public safety in violation of Turkish Georgian Law). Except as set forth in the preceding sentence, such creation of security interests and the exercise of such security interests shall be made without any requirement of consent or permission of the State Authorities and such security interests shall be binding on the State Authorities upon the MEP Participant notifying to the Government details of such security interests and the beneficiary of such security interests and the State Authorities shall, if requested by the MEP Participant, enter into such agreements or other arrangements with such banks or other financing entities as may be required by such banks or other financing entities to give effect and business efficacy to the security interests so created including, among other things: (a) advance notice by the State Authorities of any default by the MEP Participant and any intention of the State Authorities to take action in respect thereof; and (b) an acknowledgment of the existence and potential exercise of rights to remedy or cure any such default and rights to acquire or otherwise step into the position of the MEP Participant under this Agreement and any other Project Agreements pursuant to such security interests. 17.5 16.5 Without prejudice to any rights or exemptions which may have vested in the Project Participants by operation of Turkish Georgian Law (including the ratification and enactment of Project Agreements into Turkish Georgian Law as provided herein), it is acknowledged by the State Authorities that the implementation of the Project may result in circumstances in which Project Participants other than the MEP Participants are to be subject to some or all of the obligations, or are to enjoy some or all of the rights, set out in this Agreement for such Project Participant (other than in circumstances of transfer, assignment or other dealing) by the MEP Participants, and the State Authorities agree that, in such circumstances, they will, upon receipt of a duly executed agreement in form and substance satisfactory to the relevant MEP Participant or Participants to the effect that such other Project Participant shall become a contracting party and shall have the rights, exemptions and/or privileges of the applicable Project Agreements and in that respect, the State Authorities shall promptly execute such form of agreement and return it to the relevant MEP Participant or Participants. For the avoidance of doubt, the provisions of this Section 17.5 16.5 shall not operate to (i) make the subject Project Participant an MEP Participant or (ii) cause the Tax treatment of any Project Participant to be other than as set forth in Articles 9 8 and 15 14 and the other provisions of this Agreement relating specifically to Taxes. 17.6 16.6 The State Authorities expressly acknowledge that both assignments of rights and transfers of obligations by the MEP Participants pursuant to this Article 17 16 are foreseeable and intended by the Parties to the Agreement. In accordance with the foregoing, the State Authorities agree and commit at the request of an MEP Participant to promptly provide, receive and/or execute any further or other documentation as may be necessary in order to effect a legally enforceable assignment of rights or novation of obligations hereunder or to allow Project Participants to become contracting parties as contemplated by Section 17.5 16.5 above.

Successors and Permitted Assignees. 17.1 Each MEP Participant shall be entitled to transfer, assign, share or otherwise deal with all or any of its rights under this Agreement, with binding effect on the State Authorities, subject only to the prior notification by the MEP Participant transferor to the State Authorities of details of such transferred rights and the recipient thereof, and if the MEP Participant transferor so elects, delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such rights; provided, however, that the State Authorities shall have the right, within fifteen (15) days of receipt of such notification, to disapprove such transfer, assignment, sharing or dealing if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety in violation of Turkish Law. Upon delivery of the form of agreement as contemplated by this Section 17.1, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. 17.2 Each MEP Participant shall be entitled to transfer, assign or otherwise deal with all or any of its obligations under this Agreement: (i) in the case of any such transfer, assignment or other dealing in relation to another MEP Participant or an Affiliate of the MEP Participant transferor, subject to prior notification by the MEP Participant transferor to the State Authorities of details of such obligations and the recipient of such obligations and delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such obligations and in form and substance satisfactory to the MEP Participant transferor which (1) provides that the transferor shall cease to be a Party to this Agreement and is released from any obligations hereunder, (2) provides that the recipient shall become a party to this Agreement in succession to the transferor and shall observe all obligations and assume any liabilities as if it had at all times been a Party to this Agreement, (3) provides that the recipient shall indemnify the transferor and all other Parties from and against obligations and liabilities that otherwise would have been the responsibility of the transferor and (4) specifies the effective date of the transfer and such other matters that the transferor shall reasonably require; (ii) in the case of any such transfer, assignment or other dealing which is not in relation to another MEP Participant or an Affiliate of the MEP Participant transferor, and where the recipient of such obligations certifies to the State Authorities that it has the financial and (to the extent it may be required in the circumstances) technical status to observe and perform such obligations, subject to not less than fifteen (15) days days’ prior notification to the State Authorities of: (1) details of such obligations; (2) details of the recipient of such obligations; and (3) financial statements, disclosure documents and other information in relation to the statements made in such certificate and the delivery to the Government of the agreement referred to in Section 17.2(i) above. Notwithstanding anything to the contrary set forth in Section 17.2(i) in respect of Affiliates or otherwise under Section 17.2(ii), the State Authorities shall have the right, within fifteen (15) days of receipt of a prior notification by the MEP Participant transferor to the State Authorities of the details of such transferred obligations and the recipients thereof, to disapprove such transfer, assignment, sharing or other dealing respecting such Affiliate or non-Affiliated party, as the case may be, if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety in violation of Turkish Law. Upon delivery of the form of agreement as contemplated by this Section 17.2, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. Notwithstanding the foregoing in this Section 17.2 or anything else contained in this Agreement, no MEP Participant shall have the right to assign all or any portion of its obligation to pay Taxes except when such transfer of obligation is in conjunction with a transfer of all or a corresponding portion of its rights under Section 17.1. 17.3 Without releasing the MEP Participant from its obligations under this Agreement, each MEP Participant shall be entitled to undertake the Project and/or discharge all or any of its obligations hereunder by causing or procuring that such obligations are performed on its behalf by any Person; provided, however, that if the Person acting on behalf of the MEP Participant is a State Authority, then unless and to the extent the applicable Project Agreement provides to the contrary such State Authority shall bear responsibility under this Agreement for any failure or nonperformance of such obligations and the MEP Participant shall have no responsibility under this Agreement with respect thereto. 17.4 Without prejudice to the provisions of Section 17.1, each MEP Participant shall be entitled to create security interests in relation to its rights and obligations under this Agreement and any other Project Agreement in favour of banks or other financing entities (providing for, among other things, enforcement of such security by means of succeeding to the interests of the MEP Participant under this Agreement and any other Project Agreement); provided, however, that the Government shall have the right within fifteen (15) days receipt of notification to disapprove any assignment, lien creation, charge or security interest hereunder if the proposed assignee, lien holder, charge beneficiary or secured party or other party poses a threat to national security, defence, and/or public safety in violation of Turkish Law). Except as set forth in the preceding sentence, such creation of security interests and the exercise of such security interests shall be made without any requirement of consent or permission of the State Authorities and such security interests shall be binding on the State Authorities upon the MEP Participant notifying to the Government details of such security interests and the beneficiary of such security interests and the State Authorities shall, if requested by the MEP Participant, enter into such agreements or other arrangements with such banks or other financing entities as may be required by such banks or other financing entities to give effect and business efficacy to the security interests so created including, among other things: (a) advance notice by the State Authorities of any default by the MEP Participant and any intention of the State Authorities to take action in respect thereof; and (b) an acknowledgment of the existence and potential exercise of rights to remedy or cure any such default and rights to acquire or otherwise step into the position of the MEP Participant under this Agreement and any other Project Agreements pursuant to such security interests. 17.5 Without prejudice to any rights or exemptions which may have vested in the Project Participants by operation of Turkish Law (including the ratification and enactment of Project Agreements into Turkish Law as provided herein), it is acknowledged by the State Authorities that the implementation of the Project may result in circumstances in which Project Participants other than the MEP Participants are to be subject to some or all of the obligations, or are to enjoy some or all of the rights, set out in this Agreement for such Project Participant (other than in circumstances of transfer, assignment or other dealing) by the MEP Participants, and the State Authorities agree that, in such circumstances, they will, upon receipt of a duly executed agreement in form and substance satisfactory to the relevant MEP Participant or Participants to the effect that such other Project Participant shall become a contracting party and shall have the rights, exemptions and/or privileges of the applicable Project Agreements and in that respect, the State Authorities shall promptly execute such form of agreement and return it to the relevant MEP Participant or Participants. For the avoidance of doubt, the provisions of this Section 17.5 shall not operate to (i) make the subject Project Participant an MEP Participant or (ii) cause the Tax treatment of any Project Participant to be other than as set forth in Articles 9 and 15 and the other provisions of this Agreement relating specifically to Taxes. 17.6 The State Authorities expressly acknowledge that both assignments of rights and transfers of obligations by the MEP Participants pursuant to this Article 17 are foreseeable and intended by the Parties to the Agreement. In accordance with the foregoing, the State Authorities agree and commit at the request of an MEP Participant to promptly provide, receive and/or execute any further or other documentation as may be necessary in order to effect a legally enforceable assignment of rights or novation of obligations hereunder or to allow Project Participants to become contracting parties as contemplated by Section 17.5 above.

Successors and Permitted Assignees. 17.1 16.1 Each MEP Participant shall be entitled to transfer, assign, share or otherwise deal with all or any of its rights under this Agreement, with binding effect on the State Authorities, subject only to the prior notification by the MEP Participant transferor to the State Authorities of details of such transferred rights and the recipient thereof, and if the MEP Participant transferor so elects, delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such rights; provided, however, that the State Authorities shall have the right, within fifteen (15) days of receipt of such notification, to disapprove such transfer, assignment, sharing or dealing if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety in violation of Turkish Azerbaijan Law. Upon delivery of the form of agreement as contemplated by this Section 17.116.1, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. 17.2 16.2 Each MEP Participant shall be entitled to transfer, assign or otherwise deal with all or any of its obligations under this Agreement: (i) in the case of any such transfer, assignment or other dealing in relation to another MEP Participant or an Affiliate of the MEP Participant transferor, subject to prior notification by the MEP Participant transferor to the State Authorities of details of such obligations and the recipient of such obligations and delivery to the State Authorities of an agreement duly executed by the MEP Participant and the recipient of such obligations and in form and substance satisfactory to the MEP Participant transferor which (1) provides that the transferor shall cease to be a Party to this Agreement and is released from any obligations hereunder, (2) provides that the recipient shall become a party to this Agreement in succession to the transferor and shall observe all obligations and assume any liabilities as if it had at all times been a Party to this Agreement, (3) provides that the recipient shall indemnify the transferor and all other Parties from and against obligations and liabilities that otherwise would have been the responsibility of the transferor and (4) specifies the effective date of the transfer and such other matters that the transferor shall reasonably require; (ii) in the case of any such transfer, assignment or other dealing which is not in relation to another MEP Participant or an Affiliate of the MEP Participant transferor, and where the recipient of such obligations certifies to the State Authorities that it has the financial and (to the extent it may be required in the circumstances) technical status to observe and perform such obligations, subject to not less than fifteen (15) days days’ prior notification to the State Authorities of: (1) details of such obligations; (2) details of the recipient of such obligations; and (3) financial statements, disclosure documents and other information in relation to the statements made in such certificate and the delivery to the Government of the agreement referred to in Section 17.2(i16.2(i) above. Notwithstanding anything to the contrary set forth in Section 17.2(i16.2(i) in respect of Affiliates or otherwise under Section 17.2(ii16.2(ii), the State Authorities shall have the right, within fifteen (15) days of receipt of a prior notification by the MEP Participant transferor to the State Authorities of the details of such transferred obligations and the recipients thereof, to disapprove such transfer, assignment, sharing or other dealing respecting such Affiliate or non-Affiliated party, as the case may be, if the proposed transferee, assignee or other party poses a threat to national security, defense and/or public safety in violation of Turkish Azerbaijan Law. Upon delivery of the form of agreement as contemplated by this Section 17.216.2, the Government shall promptly execute the agreement and return same to the MEP Participant transferor. Notwithstanding the foregoing in this Section 17.2 16.2 or anything else contained in this Agreement, no MEP Participant shall have the right to assign all or any portion of its obligation to pay Taxes except when such transfer of obligation is in conjunction with a transfer of all or a corresponding portion of its rights under Section 17.116.1. 17.3 16.3 Without releasing the MEP Participant from its obligations under this Agreement, each MEP Participant shall be entitled to undertake the Project and/or discharge all or any of its obligations hereunder by causing or procuring that such obligations are performed on its behalf by any Person; provided, however, that if the Person acting on behalf of the MEP Participant is a State Authority, then unless and to the extent the applicable Project Agreement provides to the contrary such State Authority shall bear responsibility under this Agreement for any failure or nonperformance of such obligations and the MEP Participant shall have no responsibility under this Agreement with respect thereto. 17.4 16.4 Without prejudice to the provisions of Section 17.116.1, each MEP Participant shall be entitled to create security interests in relation to its rights and obligations under this Agreement and any other Project Agreement in favour of banks or other financing entities (providing for, among other things, enforcement of such security by means of succeeding to the interests of the MEP Participant under this Agreement and any other Project Agreement); provided, however, that the Government shall have the right within fifteen (15) days receipt of notification to disapprove any assignment, lien creation, charge or security interest hereunder if the proposed assignee, lien holder, charge beneficiary or secured party or other party poses a threat to national security, defence, and/or public safety in violation of Turkish Azerbaijan Law). Except as set forth in the preceding sentence, such creation of security interests and the exercise of such security interests shall be made without any requirement of consent or permission of the State Authorities and such security interests shall be binding on the State Authorities upon the MEP Participant notifying to the Government details of such security interests and the beneficiary of such security interests and the State Authorities shall, if requested by the MEP Participant, enter into such agreements or other arrangements with such banks or other financing entities as may be required by such banks or other financing entities to give effect and business efficacy to the security interests so created including, among other things: (a) advance notice by the State Authorities of any default by the MEP Participant and any intention of the State Authorities to take action in respect thereof; and (b) an acknowledgment of the existence and potential exercise of rights to remedy or cure any such default and rights to acquire or otherwise step into the position of the MEP Participant under this Agreement and any other Project Agreements pursuant to such security interests. 17.5 16.5 Without prejudice to any rights or exemptions which may have vested in the Project Participants by operation of Turkish Azerbaijan Law (including the ratification and enactment of Project Agreements into Turkish Azerbaijan Law as provided herein), it is acknowledged by the State Authorities that the implementation of the Project may result in circumstances in which Project Participants other than the MEP Participants are to be subject to some or all of the obligations, or are to enjoy some or all of the rights, set out in this Agreement for such Project Participant (other than in circumstances of transfer, assignment or other dealing) by the MEP Participants, and the State Authorities agree that, in such circumstances, they will, upon receipt of a duly executed agreement in form and substance satisfactory to the relevant MEP Participant or Participants to the effect that such other Project Participant shall become a contracting party and shall have the rights, exemptions and/or privileges of the applicable Project Agreements and in that respect, the State Authorities shall promptly execute such form of agreement and return it to the relevant MEP Participant or Participants. For the avoidance of doubt, the provisions of this Section 17.5 16.5 shall not operate to (i) make the subject Project Participant an MEP Participant or (ii) cause the Tax treatment of any Project Participant to be other than as set forth in Articles 9 8 and 15 14 and the other provisions of this Agreement relating specifically to Taxes. 17.6 16.6 The State Authorities expressly acknowledge that both assignments of rights and transfers of obligations by the MEP Participants pursuant to this Article 17 16 are foreseeable and intended by the Parties to the Agreement. In accordance with the foregoing, the State Authorities agree and commit at the request of an MEP Participant to promptly provide, receive and/or execute any further or other documentation as may be necessary in order to effect a legally enforceable assignment of rights or novation of obligations hereunder or to allow Project Participants to become contracting parties as contemplated by Section 17.5 16.5 above.