Common use of Transfers by Lenders Clause in Contracts

Transfers by Lenders. (a) A Lender (the Existing Lender) may at any time after the day falling five Business Days after the Signing Date assign, transfer or novate any of its rights and/or obligations under this Agreement and the other Finance Documents to another person (the New Lender), provided that in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with UPC Broadband (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with UPC Broadband). (b) The prior consent of UPC Broadband is required for any such assignment, transfer or novation (unless to an Affiliate or to a Lender, but without prejudice to Clause 33.2(a)), provided that: (i) UPC Broadband’s consent must not be unreasonably withheld or delayed; (ii) the consent of UPC Broadband to an assignment, transfer or novation must not be withheld solely because the assignment, novation or transfer may result in an increase to the Mandatory Cost; (iii) the prior consent of UPC Broadband is not required when (A) the assignment, novation or transfer of a Lender’s rights and/or obligations is to an Affiliate or Related Fund of that Lender or (B) an Event of Default is outstanding; (iv) nothing in this Clause 33.2 restricts the ability of any Lender to enter into any sub-participation or other arrangement with any third party relating to the Finance Documents which does not transfer to that third party any obligation and/or legal or equitable interest in any of the rights arising under this Agreement. (c) A transfer of obligations will be effective only if the obligations are novated in accordance with Clause 33.3 (Procedure for novations). (d) If, on the date of an assignment, transfer or novation of rights and/or obligations, it is a requirement of Dutch law that each Lender must be a Professional Market Party, then on the date that such assignment, transfer or novation becomes effective, the New Lender must make the declaration and representation on the terms set out in paragraph 2 of the Novation Certificate. (e) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate or Related Fund of that Existing Lender), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of €1,500. (f) An Existing Lender is not responsible to a New Lender for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document. (g) Each New Lender confirms to the Existing Lender and the other Finance Parties that: (i) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (ii) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Additional Facility Commitment is in force; and (iii) where such New Lender is a Lender under an Additional Facility to which a Dutch Borrower is a Borrower it is a Professional Market Party and that it is aware that it therefore does not benefit from the (creditor) protection under the Dutch Banking Act for non-Professional Market Parties. (h) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 33; or (ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise. (i) Any reference in this Agreement to a Lender includes a New Lender (to the extent rights have been assigned, transferred or novated to that New Lender and to the extent that obligations have been assumed by the New Lender) but excludes a Lender if no amount is or may be owed to or by it under this Agreement and its Additional Facility Commitment has been cancelled or reduced to nil. (j) If any assignment, transfer or novation results, or will result by reason of circumstances existing at the time of the assignment, transfer or novation, in additional amounts becoming due under Clause 17 (Tax Gross-up and Indemnities) or amounts becoming due under Clause 19 (Increased Costs), the New Lender shall be entitled to receive such additional amounts only to the extent that the Existing Lender would have been so entitled had there been no such assignment, transfer or novation.

Transfers by Lenders. (a) A Lender (the Existing Lender) may at any time after the day falling five Business Days after the Signing Date assign, transfer or novate any of its rights and/or obligations under this Agreement and the other Finance Documents to another person (the New Lender), provided that in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with UPC Broadband (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with UPC Broadband). (b) The prior consent of UPC Broadband is required for any such assignment, transfer or novation (unless to an Affiliate or to a Lender, but without prejudice to Clause 33.2(a26.2(a)), provided that: (i) UPC Broadband’s 's consent must not be unreasonably withheld or delayed; (ii) the consent of UPC Broadband to an assignment, transfer or novation must not be withheld solely because the assignment, novation or transfer may result in an increase to the Mandatory Cost; (iii) the prior consent of UPC Broadband is not required when (A) the assignment, novation or transfer of a Lender’s 's rights and/or obligations is to an Affiliate or Related Fund of that Lender or (B) an Event of Default is outstanding; (iv) nothing in this Clause 33.2 26.2 restricts the ability of any Lender to enter into any sub-participation sub‑participation or other arrangement with any third party relating to the Finance Documents which does not transfer to that third party any obligation and/or legal or equitable interest in any of the rights arising under this Agreement. (c) A transfer of obligations will be effective only if the obligations are novated in accordance with Clause 33.3 (Procedure for novations). (d) If, on the date of an assignment, transfer or novation of rights and/or obligations, it is a requirement of Dutch law that each Lender must be a Professional Market Party, then on the date that such assignment, transfer or novation becomes effective, the New Lender must make the declaration and representation on the terms set out in paragraph 2 of the Novation Certificate. (e) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate or Related Fund of that Existing Lender), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of €1,500. (f) An Existing Lender is not responsible to a New Lender for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document. (g) Each New Lender confirms to the Existing Lender and the other Finance Parties that: (i) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (ii) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Additional Facility Commitment is in force; and (iii) where such New Lender is a Lender under an Additional Facility to which a Dutch Borrower is a Borrower it is a Professional Market Party and that it is aware that it therefore does not benefit from the (creditor) protection under the Dutch Banking Act for non-Professional Market Parties. (h) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 33; or (ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise. (i) Any reference in this Agreement to a Lender includes a New Lender (to the extent rights have been assigned, transferred or novated to that New Lender and to the extent that obligations have been assumed by the New Lender) but excludes a Lender if no amount is or may be owed to or by it under this Agreement and its Additional Facility Commitment has been cancelled or reduced to nil. (j) If any assignment, transfer or novation results, or will result by reason of circumstances existing at the time of the assignment, transfer or novation, in additional amounts becoming due under Clause 17 (Tax Gross-up and Indemnities) or amounts becoming due under Clause 19 (Increased Costs), the New Lender shall be entitled to receive such additional amounts only to the extent that the Existing Lender would have been so entitled had there been no such assignment, transfer or novation.Clause

Transfers by Lenders. (a) A Lender (the “Existing Lender”) may at any time after the day falling five Business Days after the Signing Date assign, transfer or novate any of its rights and/or obligations under this Agreement and the other Finance Documents to another person bank, financial institution, central bank or federal reserve (the “New Lender”) provided that: (i) subject to paragraph (b) below Vodafone (or following a Hive Up, NewTopco) has, except while an Event of Default is continuing or in the case of an assignment, transfer or novation to an Affiliate or another Lender, given its prior written consent (in the case of a transfer to a financial institution, such consent to be in its absolute discretion and, in the case of a transfer to a bank, central bank or federal reserve such consent not to be unreasonably withheld or delayed), provided that ; (ii) in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (of US$8,000,000 in relation to an Additional Facility Commitment denominated aggregate and in euros) of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) multiples of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with UPC Broadband (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with UPC Broadband). (b) The prior consent of UPC Broadband is required for any such assignment, transfer or novation (unless to an Affiliate or to a LenderLender or the Agent agrees otherwise) must be assigned, but without prejudice to Clause 33.2(a)), provided that:transferred or novated; and (iiii) UPC Broadband’s consent must not be unreasonably withheld or delayed; (ii) in the consent case of UPC Broadband to an assignment, transfer or novation by a Swingline Lender, a portion of that Swingline Lender’s Swingline Commitment must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Lender’s Swingline Commitment does not be withheld solely because exceed its Commitment after the assignment, novation transfer or novation. (b) Vodafone must respond to a request for its consent to a transfer may result made under paragraph (a)(i) above as soon as is reasonably practicable and, in an increase any event, no later than 15 Business Days after the day on which it received the request, or Vodafone will be deemed to have given its consent to the Mandatory Cost; (iii) the prior consent of UPC Broadband is not required when (A) the assignment, novation or transfer of a Lender’s rights and/or obligations is to an Affiliate or Related Fund of that Lender or (B) an Event of Default is outstanding; (iv) nothing in this Clause 33.2 restricts the ability of any Lender to enter into any sub-participation or other arrangement with any third party relating to the Finance Documents which does not transfer to that third party any obligation and/or legal or equitable interest in any of the rights arising under this Agreementtransfer. (c) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 33.3 27.4 (Procedure for novations).; or (dii) Ifthe New Lender gives prior written notice to Vodafone and, on except while an Event of Default is continuing or in the date case of an assignment, transfer or novation to an Affiliate or another Lender, obtains the consent of rights and/or obligations, Vodafone in accordance with paragraph (a)(i) above and confirms to the Agent and Vodafone that it undertakes to be bound by the terms of this Agreement as a Lender in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Lender shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Lender; and (iii) the Agent has performed all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a requirement of Dutch law that each Lender must be a Professional Market Party, then on the date that such assignment, transfer or novation becomes effectiveNew Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (d) Nothing in this Agreement restricts the ability of a Lender must make the declaration and representation on the terms set out in paragraph 2 of the Novation Certificateto sub-contract an obligation if that Lender remains liable under this Agreement for that obligation. (e) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate or Related Fund of that Existing LenderAffiliate), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of €1,500US$3,000. (f) An Existing Lender is not responsible to a New Lender for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;; or (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document. (g) Each New Lender confirms to the Existing Lender and the other Finance Parties thatthat it: (i) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (ii) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Additional Facility Commitment is in force; and (iii) where such New Lender is a Lender under an Additional Facility to which a Dutch Borrower is a Borrower it is a Professional Market Party and that it is aware that it therefore does not benefit from the (creditor) protection under the Dutch Banking Act for non-Professional Market Parties. (h) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-re transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 3327; or (ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise. (i) Any reference in this Agreement to a Lender includes a New Lender (to the extent rights have been assigned, transferred or novated to that New Lender and to the extent that obligations have been assumed by the New Lender) but excludes a Lender if no amount is or may be owed to or by it under this Agreement and its Additional Facility Commitment has been cancelled or reduced to nil. (j) If any assignment, transfer or novation results, or will result by reason of circumstances existing results either: (i) at the time of the assignment, transfer or novation; or (ii) at any future time where the additional amount was caused as a result of laws and/or regulations in force at the date of the assignment, transfer or novation, in additional amounts becoming due under Clause 17 11 (Tax Gross-up and IndemnitiesTaxes) or amounts becoming due under Clause 19 13 (Increased Costs), the New Lender shall be entitled to receive such additional amounts only to the extent that the Existing Lender would have been so entitled had there been no such assignment, transfer or novation.

Transfers by Lenders. (a) A Lender (the “Existing Lender”) may at any time after the day falling five Business Days after the Signing Date assign, transfer or novate any of its rights and/or obligations under this Agreement and the other Finance Documents to another person (the “New Lender), ”) provided that that: (i) in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (of U.S.$10,000,000 in relation to an Additional Facility Commitment denominated aggregate and in euros) multiples of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with UPC Broadband (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with UPC Broadband). (b) The prior consent of UPC Broadband is required for any such assignment, transfer or novation U.S.$1,000,000 (unless to an Affiliate or to a LenderLender or the Agent agrees otherwise) must be assigned, but without prejudice to Clause 33.2(a)), provided that: (i) UPC Broadband’s consent must not be unreasonably withheld transferred or delayed;novated; and (ii) in the consent case of UPC Broadband to an assignment, transfer or novation by a Swingline Lender, a portion of that Swingline Lender’s Swingline Commitment must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Lender’s Swingline Commitment does not be withheld solely because exceed its Commitment after the assignment, novation transfer or transfer may result in an increase to the Mandatory Cost; (iii) the prior consent of UPC Broadband is not required when (A) the assignment, novation or transfer of a Lender’s rights and/or obligations is to an Affiliate or Related Fund of that Lender or (B) an Event of Default is outstanding; (iv) nothing in this Clause 33.2 restricts the ability of any Lender to enter into any sub-participation or other arrangement with any third party relating to the Finance Documents which does not transfer to that third party any obligation and/or legal or equitable interest in any of the rights arising under this Agreementnovation. (cb) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 33.3 26.4 (Procedure for novations); or Back to Index (ii) the New Lender gives prior written notice to Vodafone and confirms to the Agent and Vodafone that it undertakes to be bound by the terms of this Agreement as a Lender in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Lender shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Lender. (dc) IfNo assignment, on transfer or novation requires the date consent of any Obligor but the Existing Lender must notify Vodafone (except in relation to an assignment, transfer or novation to an Affiliate) within three Business Days of rights and/or obligations, it is a requirement of Dutch law that each Lender must be a Professional Market Party, then on the date that such an assignment, transfer or novation becomes effectivetaking effect of the name of the New Lender, the New date it takes effect and the reasons for the transfer. (d) Nothing in this Agreement restricts the ability of a Lender must make the declaration and representation on the terms set out in paragraph 2 of the Novation Certificateto sub-contract an obligation if that Lender remains liable under this Agreement for that obligation. (e) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate or Related Fund of that Existing LenderAffiliate), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of €1,500£1,000. (f) An Existing Lender is not responsible to a New Lender for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;; or (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document. (g) Each New Lender confirms to the Existing Lender and the other Finance Parties thatthat it: (i) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (ii) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Additional Facility Commitment is in force; and (iii) where such New Lender is a Lender under an Additional Facility to which a Dutch Borrower is a Borrower it is a Professional Market Party and that it is aware that it therefore does not benefit from the (creditor) protection under the Dutch Banking Act for non-Professional Market Parties. (h) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 3326; or (ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise. (i) Any reference in this Agreement to a Lender includes a New Lender (to the extent rights have been assigned, transferred or novated to that New Lender and to the extent that obligations have been assumed by the New Lender) but excludes a Lender if no amount is or may be owed to or by it under this Agreement and its Additional Facility Commitment has been cancelled or reduced to nil. (j) If any assignment, transfer or novation results, or will result by reason of circumstances existing results either: (i) at the time of the assignment, transfer or novation; or (ii) at any future time where the additional amount was caused as a result of laws and/or regulations in force at the date of the assignment, transfer or novation, in additional amounts becoming due under Clause 17 10 (Tax Gross-up and IndemnitiesTaxes) or amounts becoming due under Clause 19 12 (Increased Costscosts), the New Lender shall be entitled to receive such additional amounts only to the extent that the Existing Lender would have been so entitled had there been no such assignment, transfer or novation.

Transfers by Lenders. (a) A Lender (the “Existing Lender”) may at any time after the day falling five Business Days after the Signing Date assign, transfer or novate any of its rights and/or obligations under this Agreement and the other Finance Documents to another person bank, financial institution, central bank or federal reserve (the “New Lender”) provided that: (i) subject to paragraph (b) below Vodafone (or following a Hive Up, NewTopco) has, except while an Event of Default is continuing or in the case of an assignment, transfer or novation to an Affiliate or another Lender, given its prior written consent (in the case of a transfer to a financial institution, such consent to be in its absolute discretion and, in the case of a transfer to a bank, central bank or federal reserve such consent not to be unreasonably withheld or delayed), provided that ; (ii) in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (of €8,000,000 in relation to an Additional Facility Commitment denominated aggregate and in euros) multiples of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with UPC Broadband (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with UPC Broadband). (b) The prior consent of UPC Broadband is required for any such assignment, transfer or novation (unless to an Affiliate or to a LenderLender or the Agent agrees otherwise) must be assigned, but without prejudice to Clause 33.2(a)), provided that:transferred or novated; and (iiii) UPC Broadband’s consent must not be unreasonably withheld or delayed; (ii) in the consent case of UPC Broadband to an assignment, transfer or novation by a Swingline Lender (or an Affiliate of a Swingline Lender), a portion of that Swingline Lender’s Swingline Commitment must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Lender’s Swingline Commitment does not be withheld solely because exceed its Commitment after the assignment, novation transfer or novation. (b) Vodafone must respond to a request for its consent to a transfer may result made under paragraph (a)(i) above as soon as is reasonably practicable and, in an increase any event, no later than 15 Business Days after the day on which it received the request, or Vodafone will be deemed to have given its consent to the Mandatory Cost; (iii) the prior consent of UPC Broadband is not required when (A) the assignment, novation or transfer of a Lender’s rights and/or obligations is to an Affiliate or Related Fund of that Lender or (B) an Event of Default is outstanding; (iv) nothing in this Clause 33.2 restricts the ability of any Lender to enter into any sub-participation or other arrangement with any third party relating to the Finance Documents which does not transfer to that third party any obligation and/or legal or equitable interest in any of the rights arising under this Agreementtransfer. (c) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 33.3 27.4 (Procedure for novations).; or (dii) Ifthe New Lender gives prior written notice to Vodafone and, on except while an Event of Default is continuing or in the date case of an assignment, transfer or novation to an Affiliate or another Lender, obtains the consent of rights and/or obligations, Vodafone in accordance with paragraph (a)(i) above and confirms to the Agent and Vodafone that it undertakes to be bound by the terms of this Agreement as a Lender in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Lender shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Lender; and (iii) the Agent has performed all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a requirement of Dutch law that each Lender must be a Professional Market Party, then on the date that such assignment, transfer or novation becomes effectiveNew Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (d) Nothing in this Agreement restricts the ability of a Lender must make the declaration and representation on the terms set out in paragraph 2 of the Novation Certificateto sub-contract an obligation if that Lender remains liable under this Agreement for that obligation. (e) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate or Related Fund of that Existing LenderAffiliate), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of €1,5002,500. (f) An Existing Lender is not responsible to a New Lender for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;; or (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document. (g) Each New Lender confirms to the Existing Lender and the other Finance Parties thatthat it: (i) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (ii) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Additional Facility Commitment is in force; and (iii) where such New Lender is a Lender under an Additional Facility to which a Dutch Borrower is a Borrower it is a Professional Market Party and that it is aware that it therefore does not benefit from the (creditor) protection under the Dutch Banking Act for non-Professional Market Parties. (h) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-re transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 3327; or (ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise. (i) Any reference in this Agreement to a Lender includes a New Lender (to the extent rights have been assigned, transferred or novated to that New Lender and to the extent that obligations have been assumed by the New Lender) but excludes a Lender if no amount is or may be owed to or by it under this Agreement and its Additional Facility Commitment has been cancelled or reduced to nil. (j) If any assignment, transfer or novation results, or will result by reason of circumstances existing results either: (i) at the time of the assignment, transfer or novation; or (ii) at any future time where the additional amount was caused as a result of laws and/or regulations in force at the date of the assignment, transfer or novation, in additional amounts becoming due under Clause 17 11 (Tax Gross-up and IndemnitiesTaxes) or amounts becoming due under Clause 19 13 (Increased Costs), the New Lender shall be entitled to receive such additional amounts only to the extent that the Existing Lender would have been so entitled had there been no such assignment, transfer or novation.

Transfers by Lenders. (a) A Lender (the Existing Lender) may at any time after the day falling five Business Days after the Signing Date assign, transfer or novate any of its rights and/or obligations under this Agreement and the other Finance Documents to another person (the New Lender), provided that in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with UPC Broadband (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with UPC Broadband). (b) The prior consent of UPC Broadband is required for any such assignment, transfer or novation (unless to an Affiliate or to a Lender, but without prejudice to Clause 33.2(a26.2(a)), provided that: (i) UPC Broadband’s consent must not be unreasonably withheld or delayed; (ii) the consent of UPC Broadband to an assignment, transfer or novation must not be withheld solely because the assignment, novation or transfer may result in an increase to the Mandatory Cost; (iii) the prior consent of UPC Broadband is not required when (A) the assignment, novation or transfer of a Lender’s rights and/or obligations is to an Affiliate or Related Fund of that Lender or (B) an Event of Default is outstanding; (iv) nothing in this Clause 33.2 26.2 restricts the ability of any Lender to enter into any sub-participation or other arrangement with any third party relating to the Finance Documents which does not transfer to that third party any obligation and/or legal or equitable interest in any of the rights arising under this Agreement. (c) A transfer of obligations will be effective only if the obligations are novated in accordance with Clause 33.3 26.3 (Procedure for novations). (d) If, on the date of an assignment, transfer or novation of rights and/or obligations, it is a requirement of Dutch law that each Lender must be a Professional Market Party, then on the date that such assignment, transfer or novation becomes effective, the New Lender must make the declaration and representation on the terms set out in paragraph 2 of the Novation Certificate. (e) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate or Related Fund of that Existing Lender), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of €1,500. (f) An Existing Lender is not responsible to a New Lender for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document. (g) Each New Lender confirms to the Existing Lender and the other Finance Parties that: (i) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (ii) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Additional Facility Commitment is in force; and (iii) where such New Lender is a Lender under an Additional Facility to which a Dutch Borrower is a Borrower it is a Professional Market Party and that it is aware that it therefore does not benefit from the (creditor) protection under the Dutch Banking Act for non-Professional Market Parties. (h) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 3326; or (ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise. (i) Any reference in this Agreement to a Lender includes a New Lender (to the extent rights have been assigned, transferred or novated to that New Lender and to the extent that obligations have been assumed by the New Lender) but excludes a Lender if no amount is or may be owed to or by it under this Agreement and its Additional Facility Commitment has been cancelled or reduced to nil. (j) If any assignment, transfer or novation results, or will result by reason of circumstances existing at the time of the assignment, transfer or novation, in additional amounts becoming due under Clause 17 10 (Tax Gross-up and Indemnities) or amounts becoming due under Clause 19 12 (Increased Costs), the New Lender shall be entitled to receive such additional amounts only to the extent that the Existing Lender would have been so entitled had there been no such assignment, transfer or novation.