Common use of Transfer Deed Clause in Contracts

Transfer Deed. (a) If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Relevant Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed. (b) The Facility Agent shall only be obliged to execute a Transfer Deed delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such New Lender. (c) Upon its execution of the Transfer Deed pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed falling on or after) the date of execution of such Transfer Deed by the Facility Agent: (i) to the extent that in such Transfer Deed the Lender party to it seeks to transfer its rights, benefits and obligations under the Relevant Finance Documents, the Ultimate Parent, the Parent, each of the Obligors and such Lender shall be released from further obligations towards one another under the Relevant Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 37.7 as “discharged rights and obligations”); (ii) the Ultimate Parent, the Parent, each of the Obligors and the New Lender party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Ultimate Parent, the Parent, such Obligor and such New Lender have assumed and/or acquired the same in place of the Ultimate Parent, the Parent, such Obligor and such Lender; (iii) the other Relevant Finance Parties and the New Lender shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender been an original party to the Relevant Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger, the Security Trustee, each L/C Bank and any relevant Ancillary Facility Lender and the Lender which has transferred its rights, benefits and obligations shall each be released from further obligations to each other under the Relevant Finance Documents; and (iv) all payments due hereunder from the Parent or any Obligor shall be due and payable to such New Lender and not to the transferring Lender; and (d) such New Lender shall become a party to this Agreement as a Lender.

Transfer Deed. (a) If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Relevant Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed. (b) The Facility Agent shall only be obliged to execute a Transfer Deed delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such New LenderTransferee. (c) Upon its execution of the Transfer Deed pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed falling on or after) the date of execution of such Transfer Deed by the Facility Agent: (i) to the extent that in such Transfer Deed the Lender party to it seeks to transfer its rights, benefits and obligations under the Relevant Finance Documents, the Ultimate Parent, the Parent, each of the Obligors and such Lender shall be released from further obligations towards one another under the Relevant Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 37.7 37.5 as “discharged rights and obligations”); (ii) the Ultimate Parent, the Parent, each of the Obligors and the New Lender Transferee party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Ultimate Parent, the Parent, such Obligor and such New Lender Transferee have assumed and/or acquired the same in place of the Ultimate Parent, the Parent, such Obligor and such Lender; (iii) the other Relevant Finance Parties and the New Lender Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender Transferee been an original party to the Relevant Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger, the Security Trustee, each L/C Bank and any relevant Ancillary Facility Lender and the Lender which has transferred its rights, benefits and obligations shall each be released from further obligations to each other under the Relevant Finance Documents; andtransfer; (iv) all payments due hereunder from the Parent or any Obligor shall be due and payable to such New Lender Transferee and not to the transferring Lender; and (d) such New Lender Transferee shall become a party to this Agreement as a Lender.

Transfer Deed. (a) If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Relevant Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed. Any assignment or transfer of rights, benefits and/or obligations under the Finance Documents may also be effected through the delivery to the Facility Agent of a duly completed and duly executed Transfer Agreement in accordance with Clause 26.5 (Transfer Agreements). (b) The Facility Agent shall only be obliged to execute a Transfer Deed or Transfer Agreement delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such New Lender. (c) Upon its execution of the Transfer Deed or Transfer Agreement pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed or Transfer Agreement and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed or Transfer Agreement falling on or after) the date of execution of such Transfer Deed or Transfer Agreement by the Facility Agent: (i) to the extent that in such Transfer Deed or Transfer Agreement the Lender party to it seeks to transfer its rights, benefits and obligations under the Relevant Finance Documents, the Ultimate Parent, the Parent, each of the Obligors and such Lender shall be released from further obligations towards one another under the Relevant Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 37.7 26.4 (Transfer Deed) as “discharged rights and obligations”); (ii) the Ultimate Parent, the Parent, each of the Obligors and the New Lender party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Ultimate Parent, the Parent, such Obligor and such New Lender have assumed and/or acquired the same in place of the Ultimate Parent, the Parent, such Obligor and such Lender; (iii) the other Relevant Finance Parties and the New Lender shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender been an original party to the Relevant Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger, the Security TrusteeAgent, each L/C Bank and any relevant Ancillary Facility Lender and the Lender which has transferred its rights, benefits and obligations shall each be released from further obligations to each other under the Relevant Finance Documents; and (iv) all payments due hereunder from the Parent or any Obligor shall be due and payable to such New Lender and not to the transferring Lender; and (dv) such New Lender shall become a party to this Agreement as a Lender.

Transfer Deed. (a) If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Relevant Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed. (b) The Facility Agent shall only be obliged to execute a Transfer Deed delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such New LenderTransferee. (c) Upon its execution of the Transfer Deed pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed falling on or after) the date of execution of such Transfer Deed by the Facility Agent: (i) to the extent that in such Transfer Deed the Lender party to it seeks to transfer its rights, benefits and obligations under the Relevant Finance Documents, the Ultimate Parent, the ParentCableco, each of the Obligors and such Lender shall be released from further obligations towards one another under the Relevant Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 37.7 38.5 as “discharged rights and obligations”); (ii) the Ultimate Parent, the ParentCableco, each of the Obligors and the New Lender Transferee party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Ultimate Parent, the ParentCableco, such Obligor and such New Lender Transferee have assumed and/or acquired the same in place of the Ultimate Parent, the ParentCableco, such Obligor and such Lender; (iii) the other Relevant Finance Parties and the New Lender Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender Transferee been an original party to the Relevant Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger, the Security Trustee, each L/C Bank and any relevant Ancillary Facility Lender and the Lender which has transferred its rights, benefits and obligations shall each be released from further obligations to each other under the Relevant Finance Documents; and (iv) all payments due hereunder from the Parent or any Obligor shall be due and payable to such New Lender and not to the transferring Lendertransfer; and (d) such New Lender Transferee shall become a party to this Agreement as a Lender.

Transfer Deed. (a) If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Relevant Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed. (b) The Facility Agent shall only be obliged to execute a Transfer Deed delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such New LenderTransferee. (c) Upon its execution of the Transfer Deed pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed falling on or after) the date of execution of such Transfer Deed by the Facility Agent: (i) to the extent that in such Transfer Deed the Lender party to it seeks to transfer its rights, benefits and obligations under the Relevant Finance Documents, the Ultimate Parent, the Parent, each of the Obligors and such Lender shall be released from further obligations towards one another under the Relevant Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 37.7 31.5 as “discharged rights and obligations”); (ii) the Ultimate Parent, the Parent, each of the Obligors and the New Lender Transferee party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Ultimate Parent, the Parent, such Obligor and such New Lender Transferee have assumed and/or acquired the same in place of the Ultimate Parent, the Parent, such Obligor and such Lender; (iii) the other Relevant Finance Parties and the New Lender Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender Transferee been an original party to the Relevant Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger, the Security Trustee, each L/C Bank and any relevant Ancillary Facility Lender and the Lender which has transferred its rights, benefits and obligations shall each be released from further obligations to each other under the Relevant Finance Documents; and (iv) all payments due hereunder from the Parent or any Obligor shall be due and payable to such New Lender and not to the transferring Lendertransfer; and (d) such New Lender Transferee shall become a party to this Agreement as a Lender.

Transfer Deed. (a) If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Relevant Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed. Any assignment or transfer of rights, benefits and/or obligations under the Finance Documents may also be effected through the delivery to the Facility Agent of a duly completed and duly executed Transfer Agreement in accordance with Clause 33.7 (Transfer Agreements). (b) The Facility Agent shall only be obliged to execute a Transfer Deed or Transfer Agreement delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such New Lender. (c) Upon its execution of the Transfer Deed or Transfer Agreement pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed or Transfer Agreement and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed or Transfer Agreement falling on or after) the date of execution of such Transfer Deed or Transfer Agreement by the Facility Agent: (i) to the extent that in such Transfer Deed or Transfer Agreement the Lender party to it seeks to transfer its rights, benefits and obligations under the Relevant Finance Documents, the Ultimate Parent, the Parent, each of the Obligors Borrower and such Lender shall be released from further obligations towards one another under the Relevant Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 37.7 33.6 (Transfer Deed) as “discharged rights and obligations”); (ii) the Ultimate Parent, the Parent, each of the Obligors The Borrower and the New Lender party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Ultimate Parent, the Parent, such Obligor Borrower and such New Lender have assumed and/or acquired the same in place of the Ultimate Parent, the Parent, such Obligor Borrower and such Lender; (iii) the other Relevant Finance Parties and the New Lender shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender been an original party to the Relevant Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger, Arranger and the Security Trustee, each L/C Bank and any relevant Ancillary Facility Lender Agent and the Lender which has transferred its rights, benefits and obligations shall each be released from further obligations to each other under the Relevant Finance Documents; and (iv) all payments due hereunder from the Parent or any Obligor shall be due and payable to such New Lender and not to the transferring Lender; and (d) such New Lender shall become a party to this Agreement as a Lender.

Transfer Deed. (a) If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Relevant Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed. (b) The Facility Agent shall only be obliged to execute a Transfer Deed delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such New LenderTransferee. (c) Upon its execution of the Transfer Deed pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed falling on or after) the date of execution of such Transfer Deed by the Facility Agent: (i) to the extent that in such Transfer Deed the Lender party to it seeks to transfer its rights, benefits and obligations under the Relevant Finance Documents, the Ultimate Parent, the Parent, each of the Obligors and such Lender shall be released from further obligations towards one another under the Relevant Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 37.7 36.5 as “discharged rights and obligations”); (ii) the Ultimate Parent, the Parent, each of the Obligors and the New Lender Transferee party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Ultimate Parent, the Parent, such Obligor and such New Lender Transferee have assumed and/or acquired the same in place of the Ultimate Parent, the Parent, such Obligor and such Lender; (iii) the other Relevant Finance Parties and the New Lender Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender Transferee been an original party to the Relevant Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger, the Security Trustee, each L/C Bank and any relevant Ancillary Facility Lender and the Lender which has transferred its rights, benefits and obligations shall each be released from further obligations to each other under the Relevant Finance Documents; and (iv) all payments due hereunder from the Parent or any Obligor shall be due and payable to such New Lender and not to the transferring Lendertransfer; and (d) such New Lender Transferee shall become a party to this Agreement as a Lender.

Transfer Deed. (a) If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Relevant Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed. (b) The Facility Agent shall only be obliged to execute a Transfer Deed delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” client or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such New LenderTransferee. (c) Upon its execution of the Transfer Deed pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed falling on or after) the date of execution of such Transfer Deed by the Facility Agent: (i) to the extent that in such Transfer Deed the Lender party to it seeks to transfer its rights, benefits and obligations under the Relevant Finance Documents, the Ultimate Parent, the Parent, each of the Obligors and such Lender shall be released from further obligations towards one another under the Relevant Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 37.7 37.5 as “discharged rights and obligations”); (ii) the Ultimate Parent, the Parent, each of the Obligors and the New Lender Transferee party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Ultimate Parent, the Parent, such Obligor and such New Lender Transferee have assumed and/or acquired the same in place of the Ultimate Parent, the Parent, such Obligor and such Lender; (iii) the other Relevant Finance Parties and the New Lender Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender Transferee been an original party to the Relevant Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger, the Security Trustee, each L/C Bank and any relevant Ancillary Facility Lender and the Lender which has transferred its rights, benefits and obligations shall each be released from further obligations to each other under the Relevant Finance Documents; andtransfer; (iv) all payments due hereunder from the Parent or any Obligor shall be due and payable to such New Lender Transferee and not to the transferring Lender; and (d) such New Lender Transferee shall become a party to this Agreement as a Lender.