Common use of TRANSFER POLICY Clause in Contracts

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agency);

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity entity, (each such Affiliate or entity a "TRANSFEREETransferee") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, term unsecured and unsubordinated debt obligations are then rated not less than "F-1" by Fitch and "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and S&P its long-term, term unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agencyage▇▇▇) or ▇r such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "F-1" by Fitch and "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch S&P and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agency); (▇▇) if the Transferee is domiciled in a different legal jurisdiction from both Party A and Party B, the Ratings Agencies have confirmed in writing that the then current rating of the Series o Class o Third Issuer Notes will not be adversely affected; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's ▇▇▇▇▇'▇ and "F1" by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's ▇▇▇▇▇'▇ and "A+" by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's ▇▇▇▇▇'▇ and "F1" by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's ▇▇▇▇▇'▇ and "A+" by Fitch (or its equivalent by any substitute rating agency);

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated ▇▇▇▇▇▇rdinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating substi▇▇▇▇ ▇▇ting agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated a▇▇ ▇▇▇▇bordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating substi▇▇▇▇ ▇▇ting agency);

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's ▇▇▇▇▇'▇ and "A+" by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's ▇▇▇▇▇'▇ and "A+" by Fitch (or its equivalent by any substitute rating agency); (ii) the Ratings Agencies have confirmed that the transfer will not result in the then current rating of the Series 3 Class [A/B/M/C] Fourth Issuer Notes being downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" Prime- 1"] by Moody's ▇▇▇▇▇'▇ and ["F1" "] by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+" "] by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's ▇▇▇▇▇'▇ and ["F1" "] by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+" "] by Fitch (or its equivalent by any substitute rating agency); (ii) the Rating Agencies have confirmed that the transfer will not result in the then current rating of the Series [1/2] Class [A/B/C] Fifth Issuer Notes being downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's ▇▇▇▇▇'▇ and "A+" by Fitch Fitch, as the case may be, (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's ▇▇▇▇▇'▇ and "A+" by Fitch (or its equivalent by any substitute rating agency); (ii) the Rating Agencies have confirmed that the transfer will not result in the then current rating of the Series 2 Class [A/B/C] Sixth Issuer Notes being downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any [of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any any] other entity (each such [Affiliate or or] entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's ▇▇▇▇▇'▇ and ["F1" "] by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than [["AA-" BBB-"] by S&P, ,] ["A1" "] by Moody's and "A+" by Fitch ▇▇▇▇▇'▇ (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's ▇▇▇▇▇'▇ and ["F1" "] by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than [["AA-" "] by S&P, ,] ["A1" "] by Moody's ▇▇▇▇▇'▇ [and ["A+" "] by Fitch Fitch] (or its equivalent by any substitute rating agency); (ii) [the Ratings Agencies have confirmed that the transfer will not result in the then current rating of the Series [2/4] Class [A/B/M[/C]] Fourth Issuer Notes being downgraded;] (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+" "] by Fitch Fitch, as the case may be, (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+" "] by Fitch (or its equivalent by any substitute rating agency); (ii) the Rating Agencies have confirmed that the transfer will not result in the then current rating of the Series 3 Class [A/B/C] Fifth Issuer Notes being downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated ▇▇▇▇▇ordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating subst▇▇▇▇▇ ▇ating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated ▇▇▇ ▇▇▇ubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating subst▇▇▇▇▇ ▇ating agency);

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's ▇▇▇▇▇'▇ and ["F1" "] by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+" "] by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's ▇▇▇▇▇'▇ and ["F1" "] by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+" "] by Fitch (or its equivalent by any substitute rating agency); (ii) the Rating Agencies have confirmed that the transfer will not result in the then current rating of the Series 3 Class [A/B/C] Eighth Issuer Notes being downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Subject to the constraints otherwise provided by Section 7 of this Agreement will not apply to Party AAgreement, who will be required to comply with, and will be bound by, the following: Without but without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, another entity (a “Transferee”) with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's ’s short-term, unsecured and unsubordinated debt obligations are then rated not less than "“A-1+" ” by S&P, "“Prime-1" ” by Moody's ▇▇▇▇▇’▇ and "“F1" ” by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" “A+” by S&P, "“A1" ” by Moody's ▇▇▇▇▇’▇ and "“A+" ” by Fitch (or its equivalent by any substitute rating agency) or such Transferee's ’s obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "“A-1+" ” by S&P, "“Prime-1" ” by Moody's ▇▇▇▇▇’▇ and "“F1" ” by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "“AA-" ” by S&P, "“A1" ” by Moody's ▇▇▇▇▇’▇ and "“A+" ” by Fitch (or its equivalent by any substitute rating agency); (ii) the Ratings Agencies have confirmed that the transfer will not result in the then current rating of the Issuer Notes being downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A will be deemed to be references to the Transferee. From: Halifax plc ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ To: Permanent Funding (No. 1) Limited ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Attention: The Secretary

TRANSFER POLICY. Subject to the constraints otherwise provided by Section 7 of this Agreement will not apply to Party AAgreement, who will be required to comply with, and will be bound by, the following: Without but without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, another entity (a "TRANSFEREE") with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's ▇▇▇▇▇'▇ and "F1" by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's ▇▇▇▇▇'▇ and "A+" by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's ▇▇▇▇▇'▇ and "F1" by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's ▇▇▇▇▇'▇ and "A+" by Fitch (or its equivalent by any substitute rating agency);

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's and ["F1" "] by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's and ["A+" "] by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's and ["F1" "] by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's and ["A+" "] by Fitch (or its equivalent by any substitute rating agency); (ii) the Rating Agencies have confirmed that the transfer will not result in the then current rating of the Series 1 Class [A/B/C] Eighth Issuer Notes being downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's ▇▇▇▇▇'▇ and ["F1" "] by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+" "] by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's ▇▇▇▇▇'▇ and ["F1" "] by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+" "] by Fitch (or its equivalent by any substitute rating agency); (ii) the Rating Agencies have confirmed that the transfer will not result in the then current rating of the Series 2 Class [A/B/C/] Eighth Issuer Notes being downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Subject to the constraints otherwise provided by Section 7 of this Agreement will not apply to Party AAgreement, who will be required to comply with, and will be bound by, the following: Without but without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, another entity (a "TRANSFEREE") with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated ▇▇▇▇▇▇▇dinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating substit▇▇▇ ▇▇▇ing agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated an▇ ▇▇▇▇▇ordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating substit▇▇▇ ▇▇▇ing agency);

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's and ["F1" "] by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's and ["A+" "] by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's and ["F1" "] by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's and ["A+" "] by Fitch (or its equivalent by any substitute rating agency); (ii) the Rating Agencies have confirmed that the transfer will not result in the then current rating of the Relevant Notes being downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur and that no deductibility issues will arise. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity entity, (each such Affiliate or entity a "TRANSFEREETransferee") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, term unsecured and unsubordinated debt obligations are then rated not less than ["F-1"] by Fitch and ["A-1+" "] by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, term unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, ["A1" "] by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agencyagenc▇) or ▇▇ such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than ["F-1"] by Fitch and ["A-1+" "] by S&P, "Prime-1" by Moody's and "F1" by Fitch S&P and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, ["A1" "] by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agency); (▇▇) if the Transferee is domiciled in a different legal jurisdiction from both Party A and Party B, the Ratings Agencies have confirmed in writing that the then current rating of the Series o Class o Third Issuer Notes will not be adversely affected; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" Prime- 1"] by Moody's and ["F1" "] by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's and ["A+" "] by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's and ["F1" "] by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's and ["A+" "] by Fitch (or its equivalent by any substitute rating agency); (ii) the Rating Agencies have confirmed that the transfer will not result in the then current rating of the Series [1/2] Class [A/B/C] Fifth Issuer Notes being downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated ▇▇▇▇bordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute subs▇▇▇▇▇▇ rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated ▇▇▇ ▇▇subordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating ra▇▇▇▇ agency);

TRANSFER POLICY. Subject to the constraints otherwise provided by Section 7 of this Agreement will not apply to Party AAgreement, who will be required to comply with, and will be bound by, the following: Without but without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, another entity (a "TRANSFEREE") with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated unsubord▇▇▇▇▇▇ debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating rati▇▇ agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated ▇▇▇▇▇▇rdinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating ▇▇▇▇ng agency);

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated ▇▇▇▇▇▇▇dinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating ratin▇ agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated ▇▇▇▇▇ordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating ratin▇ agency);

TRANSFER POLICY. Subject to the constraints otherwise provided by Section 7 of this Agreement will not apply to Party AAgreement, who will be required to comply with, and will be bound by, the following: Without but without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, another entity (a "TRANSFEREE") with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated ▇▇▇▇▇▇rdinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating substi▇▇▇▇ ▇▇ting agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated a▇▇ ▇▇▇▇bordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating substi▇▇▇▇ ▇▇ting agency);

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, or to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agency);

TRANSFER POLICY. Subject to the constraints otherwise provided by Section 7 of this Agreement will not apply to Party AAgreement, who will be required to comply with, and will be bound by, the following: Without but without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, another entity (a "TRANSFEREE") with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's ▇▇▇▇▇'▇ and "F1" by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" BBB-"] by S&P, "A1" by Moody's ▇▇▇▇▇'▇ and "A+" by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's ▇▇▇▇▇'▇ and "F1" by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's ▇▇▇▇▇'▇ and "A+" by Fitch (or its equivalent by any substitute rating agency);

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated unsubor▇▇▇▇▇▇▇ debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating ▇▇▇▇▇▇ agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsecure▇ ▇▇▇ unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute ▇▇▇▇▇▇▇ute rating agency);

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity entity, (each such Affiliate or entity a "TRANSFEREETransferee") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, term unsecured and unsubordinated debt obligations are then rated not less than ["F-1"] by Fitch and ["A-1+" "] by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, term unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, ["A1" "] by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agency) or ▇▇ such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than ["F-1"] by Fitch and ["A-1+" "] by S&P, "Prime-1" by Moody's and "F1" by Fitch S&P and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, ["A1" "] by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agency); (▇▇) if the Transferee is domiciled in a different legal jurisdiction from both Party A and Party B, the Ratings Agencies have confirmed in writing that the then current rating of the Series o Class o Third Issuer Notes will not be adversely affected; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's ▇▇▇▇▇'▇ and ["F1" "] by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+" "] by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than ["A-1+" "] by S&P, ["Prime-1" "] by Moody's ▇▇▇▇▇'▇ and ["F1" "] by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-" "] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+" "] by Fitch (or its equivalent by any substitute rating agency); (ii) the Rating Agencies have confirmed that the transfer will not result in the then current rating of the Series 1 Class [A/B/C] Eighth Issuer Notes being downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.