Common use of Transfers by Banks Clause in Contracts

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one another 31.5.2 the Parent, the CWC Parent, NTL CC and each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors and such Bank; 31.5.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 such Transferee shall become a party hereto as a "BANK".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 29.5 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 29.7.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 29.7 as “discharged rights and obligations”); 31.5.2 the Parent, the CWC Parent, NTL CC and 29.7.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 29.7.3 the Agent, the Lead Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Lead Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 29.7.4 such Transferee shall become a party hereto as a "BANK"“Bank”.

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents this Agreement as contemplated in Clause 31.3 25.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Facility Agent of a duly completed and duly executed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day business day after (or such earlier Business Day business day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Facility Agent: 31.5.1 (a) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documentsthis Agreement, the Parent, the CWC Parent, NTL CC and each of the Obligors Borrowers and such Bank shall be released from further obligations towards one anotheranother under this Agreement and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 25.5 as "discharged rights and obligations"); 31.5.2 (b) the Parent, the CWC Parent, NTL CC and each of the Obligors Borrowers and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors Borrowers and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors Borrowers and such Bank; 31.5.3 (c) the Facility Agent, the ArrangersSecurity Agent, the Arranger, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto to this Agreement as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documentstransfer; and 31.5.4 (d) such Transferee shall become a party hereto to this Agreement as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 29.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 29.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 29.5 as “discharged rights and obligations”); 31.5.2 the Parent, the CWC Parent, NTL CC and 29.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 29.5.3 the Agent, the Lead Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Lead Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 29.5.4 such Transferee shall become a party hereto as a "BANK"“Bank”.

Transfers by Banks. 21.4.1 Any Bank may, subject to Clause 21.5, transfer, in accordance with this Clause 21.4, any of its rights and obligations under this Agreement. 21.4.2 If any Bank (the "Existing Bank") wishes to transfer all or any part of its rights, benefits and/or obligations under Commitment or Participation in Advances to another bank or other financial institution (the Finance Documents as contemplated in Clause 31.3 (Assignments and Transfers by Banks"Bank Transferee"), then such transfer may be effected by way of a novation by the delivery to to, and the execution by, the Agent of a duly completed Transfer Certificate executed by such Bank and Certificate. 21.4.3 On the relevant Transferee date specified in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the AgentCertificate: 31.5.1 (a) to the extent that in such the Transfer Certificate the Existing Bank party thereto seeks to transfer by novation its rightsCommitment or Participation in Advances, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one another 31.5.2 the Parent, the CWC Parent, NTL CC and each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors and such Bank; 31.5.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Existing Bank shall each be released from further obligations to each other under this Agreement and their respective rights against each other shall be cancelled (such rights and obligations being referred to in this Clause 21.4.3 as "Discharged Rights and Obligations"); 41 (b) the Finance DocumentsObligors and the Bank Transferee shall each assume obligations towards each other and/or acquire rights against each other which differ from the Discharged Rights and Obligations only insofar as the Obligors and the Bank Transferee have assumed and/or acquired the same in place of the Borrower and the Existing Bank; and 31.5.4 such (c) each of the Parties and the Bank Transferee shall become acquire the same rights and assume the same obligations among themselves as they would have acquired and assumed had the Bank Transferee been a party hereto under this Agreement as a "BANK"Bank with the rights and/or the obligations acquired or assumed by it as a result of the transfer. 21.4.4 The Agent shall promptly complete a Transfer Certificate on request by an Existing Bank and upon payment by the Bank Transferee of a fee of $1000 to the Agent provided that such fee shall not be payable in respect of a transfer to an affiliate of the Existing Bank or another Bank. Each Party irrevocably authorises the Agent to execute any duly completed Transfer Certificate on its behalf provided that such authorisation does not extend to the execution of a Transfer Certificate on behalf of either the Existing Bank or the Bank Transferee named in the Transfer Certificate. 21.4.5 The Agent shall promptly notify the Borrower of the receipt and execution on its behalf by the Agent of any Transfer Certificate.

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in Clause 31.3 24.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent and the Borrower of a duly completed and duly executed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day business day after (or such earlier Business Day business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documentshereunder, the Parent, the CWC Parent, NTL CC and each of the Obligors Borrower and such Bank shall be released from further obligations towards one anotheranother hereunder and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 24.5 as "discharged rights and obligations"); 31.5.2 (ii) the Parent, the CWC Parent, NTL CC and each of the Obligors Borrower and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar in so far as the Parent, the CWC Parent, NTL CC, the Obligors Borrower and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors Borrower and such Bank; 31.5.3 (iii) the Agent, the Trustee the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documentstransfer; and 31.5.4 (iv) such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 35.3 (Assignments and Transfers by Banks), ) to a Qualifying Bank then such transfer may be effected by the delivery to the Facility Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Facility Agent: 31.5.1 35.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits rights and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 35.5 as "discharged rights and obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and 35.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 35.5.3 the Facility Agent, the Lead Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits rights and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Lead Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 35.5.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 26.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 26.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 26.5 as "discharged rights and obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and 26.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 26.5.3 the Agent, the Arranger, the Security Trustee, the Co- Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 26.5.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer by novation all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in Clause 31.3 20.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Facility Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Facility Agent: 31.5.1 (a) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documentshereunder, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother hereunder and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 20.6 as "DISCHARGED RIGHTS AND OBLIGATIONS"); 31.5.2 the Parent, the CWC Parent, NTL CC and (b) each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 (c) the Facility Agent, the Arrangers, such Transferee and the other Banks Senior Finance Parties shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers Facility Agent and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; andhereunder; 31.5.4 (d) such Transferee shall become a party hereto as a "BANK".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 26.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 26.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 26.5 as "discharged rights and obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and 26.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 26.5.3 the Agent, the Arrangers, the Security Trustee, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 26.5.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 36.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Facility Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day [fifth] business day after (or such earlier Business Day business day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Facility Agent: 31.5.1 36.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 36.5 as "discharged rights and obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and 36.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 36.5.3 the AgentAgents, the Arrangers, such Transferee and Transferee, the other Banks and any relevant Fronting Bank shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the AgentAgents, the Arrangers Arrangers, any relevant Fronting Bank and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 36.5.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 34.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 (a) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 34.5 as discharged rights and obligations); 31.5.2 the Parent, the CWC Parent, NTL CC and (b) each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 (c) the Agent, the Mandated Lead Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Mandated Lead Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 (d) such Transferee shall become a party hereto as a "BANK"Bank.

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in Clause 31.3 40.1 (Assignments and Transfers by BanksTransfers), then such transfer may be effected by the delivery to the Facility Agent of a duly completed and duly executed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day business day after (or such earlier Business Day business day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Facility Agent: 31.5.1 (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documentshereunder, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 40.3 as "discharged rights and obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and (ii) each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank;; and 31.5.3 (iii) the Facility Agent, the Sterling Agent, the Canadian Dollar Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 such Transferee shall become a party hereto as a "BANK"transfer.

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in Clause 31.3 25.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Facility Agent of a duly completed and duly executed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day business day after (or such earlier Business Day business day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery to the Facility Agent of such Transfer Certificate and an Accession Undertaking substantially in the form set out in the Schedule to the Security Agency Agreement duly completed and duly executed by the relevant transferor and transferee and countersigned by the Security Agent: 31.5.1 (a) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documentshereunder, the ParentBorrower, the CWC Parent, NTL CC and each of the Obligors Guarantors and such Bank shall be released from further obligations towards one anotheranother hereunder and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 25.5 (Transfers by Banks) as "discharged rights and obligations"); 31.5.2 (b) the ParentBorrower, the CWC Parent, NTL CC and each of the Obligors Guarantors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the ParentBorrower, the CWC Parent, NTL CC, the Obligors Guarantors and such Transferee have assumed and/or acquired the same in place of the ParentBorrower, the CWC Parent, NTL CC the Obligors Guarantors and such Bank; 31.5.3 (c) the AgentAgents, the ArrangersArranger, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documentstransfer; and 31.5.4 (d) such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Facility Documents as contemplated in Clause 31.3 37.1 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 37.3.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and rights under the Facility Documents to the Transferee they shall be so assigned; 37.3.2 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its obligations under or in respect of the Finance Facility Documents, the Parenteach Obligor, the CWC Parent, NTL CC and each of the Obligors Holding Company and such Bank shall be released from further obligations towards one anotherto each other under or in respect of the Facility Documents (such obligations being referred to in this Clause 37 as "discharged obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and 37.3.3 each of the Obligors Obligors, the Holding Company and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the ParentObligors, the CWC Parent, NTL CC, the Obligors Holding Company and such Transferee have assumed and/or acquired the same in place of the ParentObligors, the CWC Parent, NTL CC the Obligors Holding Company and such Bank;; and 31.5.3 the Agent, the Arrangers, 37.3.4 such Transferee and the other Banks Finance Parties shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto to any of the Facility Documents as a Bank or as a beneficiary thereof with the rights, benefits rights assigned to it and/or obligations acquired or assumed by it as a result of such assignment and transfer and to that extent including, by the Agentexecution of such Transfer Certificate, the Arrangers Security Trust Agreement and the relevant Bank shall each be released from further obligations to each other under the Finance Security Documents; and 31.5.4 such Transferee shall become a party hereto as a "BANK".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 27.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 27.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 27.5 as “discharged rights and obligations”); 31.5.2 the Parent, the CWC Parent, NTL CC and 27.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 27.5.3 the Agent, the Arrangers, the Security Trustee, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 27.5.4 such Transferee shall become a party hereto as a "BANK"“Bank”.

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 35.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 35.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 35.5 (Transfers by Banks) as "DISCHARGED RIGHTS AND OBLIGATIONS"); 31.5.2 the Parent, the CWC Parent, NTL CC and 35.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors each such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors each such Obligor and such Bank; 31.5.3 35.5.3 the Agent, the ArrangersSecurity Agent, the Underwriters, the Arranger, such Transferee and Transferee, the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto to the Finance Documents as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers Security Agent, the Underwriters, the Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 35.5.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 35.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 35.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC Parent and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 35.5 as "discharged rights and obligations"); 31.5.2 35.5.2 the Parent, the CWC Parent, NTL CC and each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors and such Bank; 31.5.3 35.5.3 the Agent, the Arrangers, the Permitted Facilities Provider, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers Arrangers, the Permitted Facilities Provider, the other Banks and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 35.5.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 26.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 26.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 26.5 as "discharged rights and obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and 26.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 26.5.3 the Agent, the Arranger, the Security Trustee, the Co-Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 26.5.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in Clause 31.3 26.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent and the Obligors of a duly completed and duly executed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day business day after (or such earlier Business Day business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documentshereunder, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother hereunder and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 26.5 as “discharged rights and obligations”); 31.5.2 the Parent, the CWC Parent, NTL CC and (ii) each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar in so far as the Parent, the CWC Parent, NTL CC, the Obligors that Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors that Obligor and such Bank; 31.5.3 (iii) the Agent, the Trustee the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documentstransfer; and 31.5.4 (iv) such Transferee shall become a party hereto as a "BANK"“Bank”.

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 35.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 35.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 35.5 as "DISCHARGED RIGHTS AND OBLIGATIONS"); 31.5.2 35.5.2 the Parent, the CWC Parent, NTL CC and each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors and such Bank; 31.5.3 35.5.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 35.5.4 such Transferee shall become a party hereto as a "BANK".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents this Agreement as contemplated in Clause 31.3 29.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 29.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documentshereunder, the Parent, the CWC Parent, NTL CC and each of the Obligors Borrower and the Guarantors and such Bank shall be released from further obligations towards one anotheranother hereunder and their respective rights against one another hereunder shall be cancelled (such rights and obligations being referred to in this Clause 29.5 as "DISCHARGED RIGHTS AND OBLIGATIONS"); 31.5.2 the Parent, the CWC Parent, NTL CC and 29.5.2 each of the Obligors Borrower and the Guarantors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the ParentBorrower, the CWC Parent, NTL CC, the Obligors Guarantors and such Transferee have assumed and/or acquired the same in place of the ParentBorrower, the CWC Parent, NTL CC the Obligors Guarantors and such Bank; 31.5.3 29.5.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documentshereunder; and 31.5.4 29.5.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 34.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 34.6.1 to the extent that in such Transfer Certificate the Bank which is a party thereto seeks to transfer by novation transfer and assumption its rights, benefits and obligations under the Finance Documentshereunder, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 34.6 as "discharged rights and obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and 34.6.2 each of the Obligors and the Transferee party which is a party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 34.6.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had if such Transferee had been an original party hereto to the Finance Documents as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 34.6.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in Clause 31.3 25.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to and signature by the Facility Agent on behalf of the Obligors (and each of the Obligors hereby irrevocably appoints the Facility Agent as its agent for the purposes of such delivery and signature of any Transfer Certificate) of a duly completed and duly executed Transfer Certificate executed by such Bank and the relevant Transferee in which eventevent it is hereby irrevocably agreed by each of the Obligors in advance that, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day business day after (or such earlier Business Day business day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to and signature by the Agent:Facility Agent on behalf of the Obligors (which signature the Facility Agent agrees to complete promptly upon receipt of the relevant Transfer Certificate in accordance with this Clause 25): 31.5.1 25.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and hereunder each of the Obligors and such Bank shall be released from further obligations towards one anotheranother hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 25.5 as "discharged rights and obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and 25.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 25.5.3 the Facility Agent, the Arrangers, such Transferee and Transferee, the other Banks and any relevant Issuing Bank shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; andtransfer; 31.5.4 25.5.4 such Transferee shall become a party hereto as a "BANK"Bank" and will also be deemed to have appointed the Facility Agent as its agent in accordance with the terms of this Agreement; and 25.5.5 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its Commitment, the Transferee shall replace such Bank in respect of any relevant Letter of Credit.

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in Clause 31.3 27.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 27.6.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documentshereunder, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother hereunder and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 27.6 as "discharged rights and obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and 27.6.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 27.6.3 the Agent, the ArrangersArranger, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documentshereunder; and 31.5.4 27.6.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 27.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 27.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 27.5 as "discharged rights and obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and 27.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors such Obligor and such Bank; 31.5.3 27.5.3 the Agent, the Arrangers, the Security Trustee, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 27.5.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 30.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 30.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 30.5 (Transfer by Banks) as "discharged rights and obligations"); 31.5.2 the Parent, the CWC Parent, NTL CC and 30.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors and such Bank; 31.5.3 30.5.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 30.5.4 such Transferee shall become a party hereto as a "BANKBank".

Transfers by Banks. 21.4.1 Any Bank may, subject to Clause 21.5 (Minimum Amounts), transfer, in accordance with this Clause 21.4, any of its rights and obligations under the Financing Documents. 21.4.2 If any Bank (the "EXISTING BANK") wishes to transfer all or any part of its Commitment or Participation in the Facilities to another bank or other financial institution (including, for the avoidance of doubt, a fund) (the "BANK TRANSFEREE"), such transfer may be effected by way of a novation by the delivery to, and the execution by, the Facility Agent of a duly completed Transfer Certificate, PROVIDED THAT if a Bank wishes to transfer all or any a part of its rights, benefits and/or obligations under Revolving Credit Commitment it shall obtain the Finance Documents as contemplated in Clause 31.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later prior written consent of the Transfer Date Issuing Bank. 21.4.3 On the date specified in such the Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the AgentCertificate: 31.5.1 (a) to the extent that in such the Transfer Certificate the Existing Bank party thereto seeks to transfer by novation its rights, benefits and obligations under Commitment or Participation in the Finance DocumentsFacilities, the Parent, the CWC Parent, NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one another 31.5.2 the Parent, the CWC Parent, NTL CC and each of the Obligors Borrowers and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CC, the Obligors and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC Parent, NTL CC the Obligors and such Bank; 31.5.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Existing Bank shall each be released from further obligations to each other under this Agreement and their respective rights against each other shall be cancelled (such rights and obligations being referred to in this sub-clause 21.4.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"); (b) the Finance DocumentsBorrowers and the Bank Transferee shall each assume obligations towards each other and/or acquire rights against each other which differ from the Discharged Rights and Obligations only insofar as the Borrowers and the Bank Transferee have assumed and/or acquired the same in place of the Borrowers and the Existing Bank; (c) each of the Parties and the Bank Transferee shall acquire the same rights and assume the same obligations among themselves as they would have acquired and assumed had the Bank Transferee been a party under this Agreement as a Bank with the rights and/or the obligations acquired or assumed by it as a result of the transfer; and 31.5.4 (d) a proportion of the Existing Bank's rights under the Security Documents, equal to the proportion of the Existing Bank's rights under this Agreement being transferred, shall automatically be transferred to the Bank Transferee. 21.4.4 The Facility Agent shall promptly complete a Transfer Certificate on request by an Existing Bank and upon payment by the Bank Transferee of a fee of Euro 1,500 to the Facility Agent. Each Party irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf PROVIDED THAT such authorisation does not extend to the execution of a Transfer Certificate on behalf of either the Existing Bank or the Bank Transferee named in the Transfer Certificate. 21.4.5 The Facility Agent shall become a party hereto as a "BANK"promptly notify the Security Trustee, the Lead Arranger and Dynea of the receipt and execution on its behalf by the Facility Agent of any Transfer Certificate.

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 31.3 34.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 31.5.1 34.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, the Parent, the CWC Parent, New NTL CC and each of the Obligors and such Bank shall be released from further obligations towards one anotheranother under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 34.5 as "discharged rights and obligations"); 31.5.2 34.5.2 the Parent, the CWC Parent, New NTL CC and each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Parent, the CWC Parent, NTL CCNew NTL, the Obligors and such Transferee have assumed and/or acquired the same in place of the Parent, the CWC ParentNew NTL, NTL CC the Obligors and such Bank; 31.5.3 34.5.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 31.5.4 34.5.4 such Transferee shall become a party hereto as a "BANKBank".