Common use of Transfer by a Lender Clause in Contracts

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “Transferor Lender”) may, at its sole discretion and at the expense of the Transferee Lender (as hereinafter defined), without the consent of and/or the prior consultation with the Borrower (but with notice to the Borrower) and/or any Security Party, at any time assign or transfer by novation (as applicable): (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); to be (in the case of its rights) assigned or transferred to, or (in the case of its obligations) assumed by and novated to, another bank or financial institution, or another branch, any Subsidiary or Affiliate of, or company controlled by, the Lender or a member of the European Central Bank System, a credit institution, a financial services institution, a financial institution, an insurance company, a social security a pension fund, a hedge fund, an investment company/trust or a special purpose company established for the purposes of securitization, or by a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “Transferee Lender”) by delivering to the Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender and should the Transfer Certificate alone be not sufficient in the Transferor Lender’s or Transferee Lender's jurisdiction for a Transferor Lender to transfer all or a proportionate share of the Transferor Lender's interest in the security constituted by the Finance Documents, the Borrower hereby undertakes, immediately on being requested to do so by the Agent and at the cost of the Transferee Lender, to enter into, and procure that the other Security Parties shall (at the cost of the Transferee Lender) enter into, such documents as may be necessary or desirable to transfer to the Transferee Lender all or the relevant part of such Xxxxxx’s interest in the Finance Documents and all relevant references in this Agreement to such Lender shall thereafter be construed as a reference to the Transferor Lender and/or its Transferee Lender (as the case may be) to the extent of their respective interests. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall be dealt with separately in accordance with the Agency and Trust Deed.

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “Transferor Lender”) may, at its sole discretion and at the expense of the Transferee Lender (as hereinafter defined)any time, without the consent of and/or the prior consultation with the Borrower (but with notice to the Borrower) and/or any Security Party, at any time assign or transfer by novation (as applicable):cause: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); or (d) all or part of its credit risk under this Agreement and the other Finance Documents, to be syndicated to or, (in the case of its rights) assigned assigned, pledged or transferred to, or (in the case of its obligations) pledged or assumed by and novated to, another bank or financial institution, or another branchby, any Subsidiary or Affiliate of, or company controlled by, the Lender or a member of the European Central Bank System, a credit institution, a financial services institution, a financial institution, an insurance company, a social security a pension fund, a hedge fund, an investment company/trust or a special purpose company established for the purposes of securitization, or by a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets third party (a “Transferee Lender”) by delivering to the Facility Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Facility Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender. Prior to exercising its rights pursuant to this Clause 26.2, the Transferor Lender and should may, other than in the Transfer Certificate alone be not sufficient case of a transfer contemplated in subparagraphs (i)(A) or (B) below, shall first give each other Lender the option (through a notice in writing) to receive the benefit of a syndication or any assignment, pledge, transfer or assumption of its Contribution (or the relevant thereof), its Commitment (or the relevant part thereof) or a combination of both and, Provided that there is no Event of Default in existence at the relevant time, the Borrowers the right to propose a Transferee Lender to the Transferor Lender. Each Lender shall have 5 Business Days from the date of the Transferor Lender’s or Transferee Lender's jurisdiction for a Transferor Lender notice to transfer all or a proportionate share of the Transferor Lender's interest in the security constituted by the Finance Documents, the Borrower hereby undertakes, immediately on being requested to do so by the Agent and at the cost of the Transferee Lender, to enter into, and procure that the other Security Parties shall (at the cost of the Transferee Lender) enter into, such documents as may be necessary or desirable to transfer to the Transferee Lender all or the relevant part of such Xxxxxx’s interest in the Finance Documents and all relevant references in this Agreement to such Lender shall thereafter be construed as a reference to advise the Transferor Lender and/or its in writing if it shall exercise such option. If any Lender(s) exercise(s) such option within the aforementioned 5-Business Day period, the Transferor Lender(s) and the Transferee Lender (as the case may beLender(s) shall execute and deliver to the extent of their respective interestsFacility Agent a completed certificate(s) in the form set out in Schedule 4 with any modifications approved or required by the Facility Agent. However any rights and obligations of the Transferor Lender in its capacity as Facility Agent or Security Trustee shall will have to be dealt with separately in accordance with the Agency and Trust Deed.Agreement. All costs and expenses relating to a transfer effected pursuant to this Clause 26.2 shall be borne by the Transferee Lender. A transfer pursuant to this Clause 26.2 shall: (i) be effected without the consent of the Borrowers;

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “"Transferor Lender”") may, at its sole discretion and at the expense of the Transferee Lender (as hereinafter defined)discretion, without the consent of and/or the prior consultation with the Borrower (but with notice to the Borrower) and/or any Security Party, at any time assign or transfer by novation (as applicable):transfer: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); to be (in the case of its rights) assigned or transferred to, or (in the case of its obligations) assumed by and novated toby, another bank or financial institution, or another branch, any Subsidiary or Affiliate of, or company controlled by, the Lender or a member of the European Central Bank System, a credit institution, a financial services institution, a financial institution, an insurance company, a social security a pension fund, a hedge fund, an investment company/trust or a special purpose company established for the purposes of securitization, or by a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “"Transferee Lender”") by delivering to the Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Agent (a “"Transfer Certificate”") executed by the Transferor Lender and the Transferee Lender and should the Transfer Certificate alone be not sufficient in the Transferor Lender’s 's or Transferee Lender's jurisdiction for a Transferor Lender to transfer all or a proportionate share of the Transferor Lender's interest in the security constituted by the Finance DocumentsFinance, the Borrower hereby undertakes, immediately on being requested to do so by the Agent and at the cost of the Transferee Transferor Lender, to enter into, and procure that the other Security Parties shall (at the cost of the Transferee Transferor Lender) enter into, such documents as may be necessary or desirable to transfer to the Transferee Lender all or the relevant part of such Xxxxxx’s Lender's interest in the Finance Documents and all relevant references in this Agreement to such Lender shall thereafter be construed as a reference to the Transferor Lender and/or its Transferee Lender (as the case may be) to the extent of their respective interests. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall be dealt with separately in accordance with the Agency and Trust Deed.

Transfer by a Lender. Subject to Clause 26.427.4, a Lender (the “Transferor Lender”) maymay at any time, at its sole discretion and at without additional costs to, but with the expense prior written consent of the Transferee Lender Borrower and the Agent (as hereinafter definedsuch consent not to be unreasonably withheld or delayed and to be deemed granted within five (5) Business Days from the day it has been sought unless it has been expressly refused within that period), without the consent of and/or the prior consultation with the Borrower (but with notice to the Borrower) and/or any Security Party, at any time assign or transfer by novation (as applicable):cause: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); , to be (in the case of its rights) assigned or transferred to, or (in the case of its obligations) assumed by and novated toby, another bank or financial institution, or another branchany insurer, any Subsidiary or Affiliate ofreinsurer, or company controlled by, the Lender or a member of the European Central Bank System, a credit institution, a financial services institution, a financial institution, an insurance company, a social security a pension fund, a hedge fund, an investment company/trust or a special purpose company established for the purposes of securitization, or by a trust, fund or other entity (a “Transferee Lender”) which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and (a “Transferee Lender”ii) not an Affiliate of the Borrower by delivering to the Agent a completed certificate in the form set out in Schedule 4 5 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender; provided that (1) no consent of the Borrower or the Agent shall be required if the transfer is to another Lender, an Affiliate of a Lender or an Approved Fund, (2) no consent of the Borrower is required if the transfer is after an Event of Default has occurred and should is continuing, and (3) no consent of the Transfer Certificate alone be not sufficient in the Transferor Lender’s Borrower is required for an assignment or Transferee Lender's jurisdiction for a Transferor transfer of any rights of such Lender to any refinancing entity including without limitation any insurer, reinsurer, securitization special purpose entity, trust or fund, for the purpose of that Lender refinancing or hedging its loan exposure, provided no such assignment or transfer all shall either (a) release the Lender from any of its obligations under the Finance Documents or (b) require any payments to be made by a proportionate share of Security Party other than, or in excess of, or grant to any person any more extensive rights than, those required to be made or those granted to the Transferor Lender's interest in the security constituted by relevant Lender 115 ‌ under the Finance Documents, and provided further that, notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, the consent of the Borrower hereby undertakesshall be required for any assignment or transfer under this sub-clause (3) that is proposed to be made to an entity that is, immediately on being requested to do so by or is controlled by, an Excluded Fund. Notwithstanding the Agent and at the cost of the Transferee Lenderforegoing, to enter into, and procure that the other Security Parties shall (at the cost of the Transferee Lender) enter into, such documents as may be necessary or desirable to transfer to the Transferee Lender all or the relevant part of such Xxxxxx’s interest in the Finance Documents and all relevant references in this Agreement to such Lender shall thereafter be construed as a reference to the Transferor Lender and/or its Transferee Lender (as the case may be) to the extent of their respective interests. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall be dealt with separately determined in accordance with Clause 31. Notwithstanding the Agency foregoing, any transfer by the Lender of its Contribution or its obligations in respect of all or part of its Commitment shall be made pro rata within the Term Loan Facility and Trust DeedRevolving Facility.

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “Transferor Lender”) may, at its sole discretion and at the expense of the Transferee Lender (as hereinafter defined), without the consent of and/or the prior consultation with the Borrower Borrowers (but with notice to the BorrowerBorrowers) and/or any Security Party, at any time assign or transfer by novation (as applicable): (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); to be (in the case of its rights) assigned or transferred to, or (in the case of its obligations) assumed by and novated to, another bank or financial institution, or another branch, any Subsidiary or Affiliate of, or company controlled by, the Lender or a member of the European Central Bank System, a credit institution, a financial services institution, a financial institution, an insurance company, a social security a pension fund, a hedge fund, an investment company/trust or a special purpose company established for the purposes of securitization, or by a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “Transferee Lender”) by delivering to the Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender and should the Transfer Certificate alone be not sufficient in the Transferor Lender’s or Transferee Lender's jurisdiction for a Transferor Lender to transfer all or a proportionate share of the Transferor Lender's interest in the security constituted by the Finance Documents, the Borrower Borrowers hereby undertakesundertake, immediately on being requested to do so by the Agent and at the cost of the Transferee Lender, to enter into, and procure that the other Security Parties shall (at the cost of the Transferee Lender) enter into, such documents as may be necessary or desirable to transfer to the Transferee Lender all or the relevant part of such Xxxxxx’s interest in the Finance Documents and all relevant references in this Agreement to such Lender shall thereafter be construed as a reference to the Transferor Lender and/or its Transferee Lender (as the case may be) to the extent of their respective interests. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall be dealt with separately in accordance with the Agency and Trust Deed.

Transfer by a Lender. Subject to Clause 26.427.4, a Lender (the “Transferor Lender”) maymay at any time, at its sole discretion and at without additional costs to, but with the expense prior written consent of the Transferee Lender Borrower and the Agent (as hereinafter definedsuch consent not to be unreasonably withheld or delayed and to be deemed granted within five (5) Business Days from the day it has been sought unless it has been expressly refused within that period), without the consent of and/or the prior consultation with the Borrower (but with notice to the Borrower) and/or any Security Party, at any time assign or transfer by novation (as applicable):cause: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); , to be (in the case of its rights) assigned or transferred to, or (in the case of its obligations) assumed by and novated toby, another bank or financial institution, or another branchany insurer, any Subsidiary or Affiliate ofreinsurer, or company controlled by, the Lender or a member of the European Central Bank System, a credit institution, a financial services institution, a financial institution, an insurance company, a social security a pension fund, a hedge fund, an investment company/trust or a special purpose company established for the purposes of securitization, or by a trust, fund or other entity (a “Transferee Lender”) which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other 115 ‌ SK 26945 0003 10902825 v6 financial assets and (a “Transferee Lender”ii) not an Affiliate of the Borrower by delivering to the Agent a completed certificate in the form set out in Schedule 4 5 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender; provided that (1) no consent of the Borrower or the Agent shall be required if the transfer is to another Lender, an Affiliate of a Lender or an Approved Fund, (2) no consent of the Borrower is required if the transfer is after an Event of Default has occurred and should is continuing, and (3) no consent of the Transfer Certificate alone be not sufficient in the Transferor Lender’s Borrower is required for an assignment or Transferee Lender's jurisdiction for a Transferor transfer of any rights of such Lender to any refinancing entity including without limitation any insurer, reinsurer, securitization special purpose entity, trust or fund, for the purpose of that Lender refinancing or hedging its loan exposure, provided no such assignment or transfer all shall either (a) release the Lender from any of its obligations under the Finance Documents or (b) require any payments to be made by a proportionate share of Security Party other than, or in excess of, or grant to any person any more extensive rights than, those required to be made or those granted to the Transferor Lender's interest in the security constituted by relevant Lender under the Finance Documents, and provided further that, notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, the consent of the Borrower hereby undertakesshall be required for any assignment or transfer under this sub-clause (3) that is proposed to be made to an entity that is, immediately on being requested to do so by or is controlled by, an Excluded Fund. Notwithstanding the Agent and at the cost of the Transferee Lenderforegoing, to enter into, and procure that the other Security Parties shall (at the cost of the Transferee Lender) enter into, such documents as may be necessary or desirable to transfer to the Transferee Lender all or the relevant part of such Xxxxxx’s interest in the Finance Documents and all relevant references in this Agreement to such Lender shall thereafter be construed as a reference to the Transferor Lender and/or its Transferee Lender (as the case may be) to the extent of their respective interests. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall be dealt with separately determined in accordance with Clause 31. Notwithstanding the Agency foregoing, any transfer by the Lender of its Contribution or its obligations in respect of all or part of its Commitment shall be made pro rata within the Term Loan Facility and Trust DeedRevolving Facility.