Common use of Procedure for transfer Clause in Contracts

Procedure for transfer. (i) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (ii) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and OBLIGATIONS"); (ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; (iii) the Agent, ICICI Bank, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender, which delivery by the Existing Lender and the New Lender shall be no later than five (5) Business Days prior to the proposed Transfer Date specified in the Transfer Certificate. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On The Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender. (c) Subject to Clause 23.12 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Borrower Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS Discharged Rights and OBLIGATIONSObligations"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe MLABs, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original original party hereto as a Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the MLABs, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender". (d) The procedure set out in this Clause 23.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

Procedure for transfer. (i) 20.5.1 Subject to the conditions set out in Clause 23.2 clause 20.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) clause 20.5.2 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (ii) 20.5.2 On the Transfer Date: (ia) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (iib) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iiic) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS Discharged Rights and OBLIGATIONSObligations"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Facility Agent, ICICI Bankthe Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the each Agent, ICICI Bank the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Administrative Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Revolving Lender and the New Revolving Lender. The Administrative Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Revolving Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Credit Parties and the Existing Revolving Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (ii) each of the Borrower Credit Parties and the New Revolving Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Credit Party and the New Revolving Lender have assumed and/or acquired the same in place of the Borrower that Credit Party and the Existing Revolving Lender; (iii) the AgentAgents, ICICI Bankthe Issuing Banks, the Arrangers, the New Revolving Lender and other Revolving Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Revolving Lender been an Original Revolving Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the AgentAgents, ICICI Bank the Issuing Banks, the Arrangers and the Existing Revolving Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Revolving Lender shall become a Party as a "Revolving Lender".

Procedure for transfer. (iA) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) 23.3 a transfer is effected in accordance with paragraph (bB) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable by the later of (i) the fifth Business Day after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this AgreementAgreement and (ii) the Transfer Date specified in that Transfer Certificate, execute that Transfer Certificate. (iiB) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS Discharged Rights and OBLIGATIONSObligations"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original a Lender at the date of this Agreement with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party party to this Agreement as a "Lender". (C) In the case of an assignment, the New Lender shall ensure that the relevant transfer agreement is notified by bailiff (huissier) to the Parent and Havas Advertising International S.A. in accordance with article 1690 of the French Civil Code.

Procedure for transfer. (i) 25.5.1 Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) 25.5.2 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer CertificateCertificate and deliver a copy of that Transfer Certificate to the Borrower. (ii) 25.5.2 On the Transfer Date: (iA) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS Discharged Rights and OBLIGATIONSObligations"); (iiB) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iiiC) the Agent, ICICI Bankthe Co-ordinating Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Co-ordinating Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (ivD) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 10.1.1 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent and Security Trustee executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent and Security Trustee shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate Certificate, the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; (iii) the AgentAgent and Security Trustee, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the AgentAgent and Security Trustee, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to this Clause 23 (Changes to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) Finance Parties), a transfer is effected on the Transfer Date in accordance with paragraph (bc) below when the Agent New Lender and Existing Lender executes an otherwise duly completed Transfer Certificate, and a Recognition Certificate is executed by each other Party (including the Security Trustee) and delivered to it by the Existing Lender and the New LenderLender to the Lenders. The Agent Subject to this Clause 23 (Changes to the Finance Parties), the Lender shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and Recognition Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS “Discharged Rights and OBLIGATIONS"Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bank, Finance Parties and the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) if the New Lender is not already a Party as “Lender”, the New Lender shall become a Party as a "“Lender"”.

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; (iii) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.. A02583129/5.0/05 Feb 2003 Back to Contents (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS “Discharged Rights and OBLIGATIONS"Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the that Borrower and the New Lender have assumed and/or acquired the same in place of the that Borrower and the Existing Lender; (iii) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "“Lender"”.

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) 18.2 a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; (iii) the Agent, ICICI Bank, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (i) 25.5.1 Subject to the conditions set out in Clause 23.2 clause 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (ii) 25.5.2 On the Transfer Date: (ia) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (iib) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iiic) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (ivd) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in this Clause 23.2 (Conditions of assignment or transfer) 24 a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents by novation, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another (other than under the Finance Documents Notes and the Loans they represent) shall be cancelled (being the "DISCHARGED RIGHTS “Discharged Rights and OBLIGATIONS"Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Facility Agent, ICICI Bankthe Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, ICICI Bank the Mandated Lead Arrangers, and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a "“Lender"”.

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS Discharged Rights and OBLIGATIONSObligations"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (i1) Subject to the conditions set out in Clause 23.2 24.3 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (b) below Clause 24.3 when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer CertificateCertificate for itself and on behalf of the other Parties (apart from the Existing Lender). (ii2) On the Transfer Date: (ia) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower Documents, each Chargor and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS")) shall be cancelled; (iib) the Borrower each Chargor and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Chargor and the New Lender have assumed and/or acquired the same in place of the Borrower that Chargor and the Existing Lender; (iiic) the Agent, ICICI BankAdministrative Parties, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original a Lender under this Agreement from its execution with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank Administrative Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (ivd) the New Lender shall become a Party as a "Lender". (3) The Agent shall promptly notify the Borrower and the Lenders of its receipt and execution of any Transfer Certificate.

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS Discharged Rights and OBLIGATIONSObligations"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arranger, the Security Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a "LenderLENDER".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender and the Agent has recorded the transfer to the New Lender in the Register. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer CertificateCertificate on behalf of the other Finance Parties and the Obligors as well as itself. Each Finance Party and each Obligor irrevocably authorises the Agent to sign such a Transfer Certificate on its behalf. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS Discharged Rights and OBLIGATIONSObligations"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a "Lender". (c) For the avoidance of doubt, the Parties agree that any novation effected in accordance with this Clause shall constitute a novation (novation) within the meaning of Article 1271 et seq. of the French Civil Code, provided that notwithstanding any such novation, all the rights of the Finance Parties against any Guarantor shall be maintained.

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date:Date:- (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Expanded Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Expanded Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Security Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a "Lender"" and entitled to the benefits of any other Expanded Finance Document entered into by the Agent and/or Security Trustee on behalf of the Lenders.

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS “Discharged Rights and OBLIGATIONS"Obligations”); (ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; (iii) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "“Lender"”.

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of Assignment and Transfer) an assignment or transfer) a and transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to each of the extent that in the Transfer Certificate the Existing, Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and OBLIGATIONS"); (ii) the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights or claims against one another which differ from the Discharged Rights rights, obligations and Obligations claims among the Obligors and the Existing Lender only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iiiii) the Facility Agent, ICICI Bankthe Security Agent, the Mandated Lead Arrangers, the New Lender and Lender, the other Lenders and any relevant Fronting Banks shall acquire the same rights and claims and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, claims and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, ICICI Bank the Security Agent, the Mandated Lead Arrangers, any relevant Fronting Banks and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iviii) the New Lender shall become a Party as a "LenderLENDER".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS “Discharged Rights and OBLIGATIONS"Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "“Lender"”.

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS “Discharged Rights and OBLIGATIONS"Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "“Lender"”.

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 (24.2 ( Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date:: Back to Contents (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS " Discharged Rights and OBLIGATIONSObligations"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 24.2 (Conditions Borrower consent) and Clause 24.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 24.10 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS Discharged Rights and OBLIGATIONS"Obligations); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender;; APJ/076001.00588/98366820.7Page 81 (iii) the Agent, ICICI Bankthe New Lender, the New Lender and other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after shall within five Business Days of receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.. Back to Contents (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS “Discharged Rights and OBLIGATIONS"Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "“Lender"”.

Procedure for transfer. (i) 20.5.1 Subject to the conditions set out in Clause 23.2 clause 20.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) clause 20.5.2 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (ii) 20.5.2 On the Transfer Date: (ia) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (iib) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iiic) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (ivd) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 26.2 (Conditions of assignment or transferCONDITIONS OF ASSIGNMENT OR TRANSFER) a transfer (VERTRAGSUBERNAHME) is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Borrower Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arrangers, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arrangers, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "LenderLENDER".

Procedure for transfer. (ia) Subject to the conditions set out in this Clause 23.2 (Conditions of assignment or transfer) 25 a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) the Notes and the Loans they represent are transferred to the extent specified in the Transfer Certificate; (ii) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents by novation, each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another (other than under the Finance Documents Notes and the Loans they represent) shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (iiiii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iiiiv) the Facility Agent, ICICI Bankthe Mandated Lead Arrangers, the Bookrunner, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, ICICI Bank the Mandated Lead Arrangers, the Bookrunner and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (ivv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; (iii) the Agent, ICICI Bank, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a A transfer is effected if the Existing Bank and the New Bank deliver to the Facility Agent and to the Project Company a duly completed certificate, substantially in accordance with paragraph the form of Schedule 5 (Form of Transfer Certificate) (a "Transfer Certificate"). Such delivery shall take place at least 5 Business Days prior to the date specified therein. (b) below when Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Facility Agent executes an otherwise to execute any duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificatebehalf. (iic) On To the extent that they are expressed to be the subject of the transfer in the Transfer DateCertificate: (i) to the extent that in the Transfer Certificate the Existing, Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower Existing Bank and the Existing Lender shall other Parties (the "existing Parties") will be released from further their obligations towards one another under to each other (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and OBLIGATIONSdischarged obligations"); (ii) the Borrower New Bank and the New Lender shall existing Parties will assume obligations towards one another and/or acquire rights against one another each other which differ from the Discharged Rights and Obligations discharged obligations only insofar as the Borrower and they are owed to or assumed by the New Lender have assumed and/or acquired the same in place Bank instead of the Borrower and the Existing LenderBank; (iii) the Agent, ICICI Bank, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer Existing Bank against the existing Parties and to that extent vice versa (the Agent, ICICI Bank and the Existing Lender shall each "discharged rights") will be released from further obligations to each other under the Finance Documentscancelled; and (iv) the New Lender shall become Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exerciseable by or against the New Bank instead of the Existing Bank, on the date specified in the Transfer Certificate. (d) A transfer will only be effective if the proportion of the Existing Bank's Commitments, L/C Exposures and outstanding Advances the subject of the Transfer Certificate are the same. (e) A Bank transferring all or part of its Commitment and outstanding Advances under either Facility must transfer all or a Party as a "Lender"corresponding part of its Commitments and outstanding Advances under the other Facility.

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 24.2 (Conditions Borrower consent) and Clause 24.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 24.10 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS Discharged Rights and OBLIGATIONS"Obligations); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender;; APJ/MSXM/076001.00588/80174749.8Page 81 (iii) the Agent, ICICI Bankthe New Lender, the New Lender and other Lenders and any relevant Ancilary Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank any relevant Ancilary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS “Discharged Rights and OBLIGATIONS"Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Facility Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and (iv) the New Lender shall become a Party as a "“Lender"”.

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; (iii) the Agent, ICICI Bank, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 24.2 (Conditions Borrower consent) and Clause 24.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 24.10 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS Discharged Rights and OBLIGATIONS"Obligations); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender;; LRXM/076001.00588/92345437.6Page 81 (iii) the Agent, ICICI Bankthe New Lender, the New Lender and other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date:: Back to Contents (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS Discharged Rights and OBLIGATIONSObligations"); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the Agent, ICICI Bankthe Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender".

Procedure for transfer. (ia) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (iib) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Borrower Obligors and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS “Discharged Rights and OBLIGATIONS"Obligations”); (ii) each of the Borrower Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower that Obligor and the New Lender have assumed and/or acquired the same in place of the Borrower that Obligor and the Existing Lender; (iii) the AgentAgents, ICICI Bankthe Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the each Agent, ICICI Bank the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; andand Table of Contents (iv) the New Lender shall become a Party as a "“Lender"”.

Procedure for transfer. (i) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (ii) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing, Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "DISCHARGED RIGHTS and AND OBLIGATIONS"); (ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; (iii) the Agent, ICICI Bank, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, ICICI Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a "Lender".