Common use of Transfers by Party A Clause in Contracts

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 6(a)(ii), Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition; and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury regulations section 1.1001-4. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 6(a)(ii5(e)(ii), Party A may shall not transfer (transfer, whether by way of security or otherwise) , any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party B.B; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied. (ii) Subject to Part 1(1), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that that: (A) the Transferee contracts with Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates on terms that (x) are identical to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) terms of this Agreement in respect of such Tax, any obligation (C) a Termination Event whether absolute or Event of Default does not occur under this Agreement as a result of such transfer, (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition; and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury regulations section 1.1001-4. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptancecontingent) to be the transferee of a transfer to be made in accordance with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, payment or otherwise against Party A with respect to, such obligations from and delivery after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer; (B) unless such transfer is effected for the purpose of Section 5(e)(ii) or at a time when First Rating Trigger Requirements apply, Party B has determined that the condition in Part 5(e)(ii)(A)(y) above is satisfied.

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 6(a)(ii5(e)(ii), Party A may shall not transfer (transfer, whether by way of security or otherwise) , any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.B; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii)), with respect to any and all transfers, the Rating Agency must in any event be satisfied. (ii) Subject to Part 1(1), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that that: (A) the Transferee contracts with Party B shall determine on terms that (x) are identical to the terms of this Agreement in its sole discretionrespect of any obligation (whether absolute or contingent) to make payment or delivery after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, acting are, in a commercially reasonable mannerall material respects, whether or not a transfer relates to all or substantially all no less beneficial for Party B than the terms of Party A’s rights and obligations under this Agreement, Agreement immediately before such transfer; and (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, and (DC) Party A receives confirmation from each the Rating Agency (other than Moody’s) Agencies that transfer to the Transferee does not violate the Rating Agency Condition; and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury regulations section 1.1001-4. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) In determining whether or not a transfer satisfies the condition in Part 5(e)(ii)(A)(y) above, Party B shall act in a commercially reasonable manner. (iv) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 6(a)(ii)5(e)(ii) above, Party B shall (at Party A’s cost) shall, at Party A’s written requestrequest and cost, take any reasonable steps required to be taken by it to effect such transfer. (ivv) Section 5(e)(ii) shall be amended by (i) replacing the words “all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist” with the words “its rights and obligations under this Agreement in respect of the Affected Transactions in accordance with Part 5(e) of the Schedule (on the basis that each reference to “Agreement” in Part 5(e) is replaced by the words “Agreement in respect of the Affected Transactions”)” and (ii) the deletion of the sentence: “Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.”. (vi) Following a transfer in accordance with Part 5(e)(ii), all references to Party A shall be deemed to be references to the Transferee. (vii) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transfereetransferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfers by Party A. (i) Section 7 of this Agreement shall will not apply to Party A andA, subject who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) (provided that to the extent ), Party A makes a may transfer pursuant to Section 6(b)(ii) it will provide a all its interest and obligations in and under this Agreement upon providing no less than ten Business Days’ prior written notice to the Rating Agencies Security Trustee (save that where a transfer has taken place pursuant to Part 6(a) (Ratings Downgrade Provisions) or following the occurrence of an Event of Default where Party B is the Defaulting Party or a Termination Event where Party B is the Affected Party, notice may be contemporaneous with transfer and Party B will not be required to consent to such transfer) and Part 6(a)(ii), Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that provided that: (1) it is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that Transferee; (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B2) as of the date of such transfer the Transferee will not not, as a result of such transfer, be required to withhold or deduct any amount for or on account of a Tax from any payments made under this Agreement (unless the such Transferee will be required agrees to make payments of pay additional amounts pursuant to in respect of such Tax under Section 2(d)(i)(42(d) of this Agreement in respect or its replacement (as applicable); (3) (judged as of such Tax, (Cthe time of transfer) a Termination Event or an Event of Default does will not immediately occur under this Agreement as a result of such transfer, ; (D4) no additional amount will be payable by Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition; and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury regulations section 1.1001-4. Following such transfer, all references B to Party A shall be deemed or the Transferee on the next succeeding Payment Date as a result of such transfer; (5) the Transferee or Party A on its behalf agrees with Party B and the Security Trustee to be references pay all costs, expenses, fees and taxes (including stamp taxes) arising in respect of such transfer; (6) the Transferee accedes to the Transferee.Transaction Documents to which Party A is a party in its capacity as Currency Swap Provider; and (iii7) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance Transferee contracts with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.on terms that:

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 6(a)(ii), Party A may shall not transfer (transfer, whether by way of security or otherwise) , any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party B.B and the Insurer; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 6(a)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied. (ii) Subject to Part 1(l), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that that: (A) the Transferee contracts with Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates on terms that (x) are identical to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) terms of this Agreement in respect of such Tax, any obligation (C) a Termination Event whether absolute or Event of Default does not occur under this Agreement as a result of such transfer, (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition; and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury regulations section 1.1001-4. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptancecontingent) to be the transferee of a transfer to be made in accordance with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, payment or otherwise against Party A with respect to, such obligations from and delivery after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer; (B) unless such transfer is effected for the purpose of Section 6(b)(ii) or at a time when First Rating Trigger Requirements apply, Party B has determined that the condition in Part 6(a)(ii)(A)(y) above is satisfied.

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 6(a)(ii), Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition; , and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury regulations section 1.1001-4Regulations Section 1.1001.4. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 6(a)(ii), Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 1(l), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition; and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury regulations section 1.1001-4. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfers by Party A. (i) Section 7 of this Agreement shall will not apply to Party A andA, subject who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) (provided that to the extent ), Party A makes a may transfer pursuant to Section 6(b)(ii) it will provide a all its interest and obligations in and under this Agreement upon providing no less than ten Business Days’ prior written notice to the Rating Agencies of such transfer) and Part 6(a)(ii), Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement Security Trustee to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that that: (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B1) as of the date of such transfer the Transferee will not not, as a result of such transfer, be required to withhold or deduct any amount for or on account of a Tax from any payments made under this Agreement (unless the such Transferee will be required agrees to make payments of pay additional amounts pursuant to in respect of such Tax under Section 2(d)(i)(42(d) of this Agreement in respect or its replacement (as applicable); (2) (judged as of such Tax, (Cthe time of transfer) a Termination Event or an Event of Default does will not immediately occur under this Agreement as a result of such transfer, ; (D3) no additional amount will be payable by Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition; and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury regulations section 1.1001-4. Following such transfer, all references B to Party A shall be deemed or the Transferee on the next succeeding Payment Date as a result of such transfer; (4) the Transferee or Party A on its behalf agrees with Party B and the Security Trustee to be references pay all costs, expenses, fees and taxes (including stamp taxes) arising in respect of such transfer; (5) the Transferee accedes to the Transferee.Transaction Documents to which Party A is a party in its capacity as Basis Rate Swap Provider; (iii6) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance Transferee contracts with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.on terms that:

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 6(a)(ii), Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition; , and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury regulations section 1.1001-4Regulations Section 1.1001.4. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.so