Common use of Transfer by a Lender Clause in Contracts

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “Transferor Lender” ) may at any time cause: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b), to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution or, subject to there being an Event of Default, a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “Transferee Lender”) by delivering to the Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Agent (a “Transfer Certificate” ) executed by the Transferor Lender and the Transferee Lender provided; however, that the Borrowers shall not be responsible for any increased liability under Clause 22 due to a transfer under this Clause 26. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Agreement. A transfer pursuant to this Clause 26.2 shall: (d) be effected without the consent of any Borrower or any Security Party: (i) following the occurrence of an Event of Default; or (ii) if such transfer is to a Lender or an entity controlling, controlled by, or under common control with, a Transferor Lender or another Lender; or (iii) if such transfer is required by a banking authority; and (e) require the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed) in all other circumstances Provided that each Borrower will be deemed to have given its consent 5 Business Days following the Agent’s notice of transfer.

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “Transferor Lender” ”) may at any time cause: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); or (d) all or part of its credit risk under this Agreement and the other Finance Documents, to be syndicated to or, (in the case of its rights) assigned, pledged or transferred to, or (in the case of its obligations) pledged or assumed by, another bank or financial institution or, subject to there being an Event of Default, a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets by any third party (a “Transferee Lender”) by delivering to the Agent a completed certificate in the form set out in Schedule 4 5 with any modifications approved or required by the Agent (a “Transfer Certificate” ”) executed by the Transferor Lender and the Transferee Lender provided; however, that the Borrowers shall not be responsible for any increased liability under Clause 22 due to a transfer under this Clause 26Lender. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Agreement. A transfer pursuant to this Clause 26.2 shall: (d) be effected without the consent of any Borrower or any Security Party: (i) following the occurrence of an Event of Default; or (ii) if such transfer is to a Lender or an entity controlling, controlled by, or under common control with, a Transferor Lender or another Lender; or (iii) if such transfer is required by a banking authority; and (e) require the The prior consent of the Borrowers Borrower (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) is required for a syndication or, (in all other circumstances Provided that each Borrower will the case of its rights) assignment, pledge or transfer, or (in the case of its obligations) pledge or assumption pursuant to this Clause 26.2, unless: (i) the Transferee Lender is another Lender or an affiliate or a company or financial institution which is in the same ownership or control as one of the Lenders; or (ii) an Event of Default has occurred at the relevant time. With respect to the Transferor Lender’s notice requesting the Borrower’s consent under this Clause 26.2, such consent shall be deemed granted if the Borrower has failed to have given its consent 5 object to such request by written notice to the Transferor Lender within five Business Days following from the AgentBorrower’s notice receipt of transferthe Transferor Lender’s notice. The Borrower shall not be liable for any costs or expenses of the Transferor Lender, the Transferee Lender or any other party under or in connection with any assignment or other transfer pursuant to this Clause 26.2.

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “Transferor Lender” ”) may may, at its sole discretion and at the expense of the Transferee Lender (as hereinafter defined), without the consent of and/or the prior consultation with the Borrower (but with notice to the Borrower) and/or any Security Party, at any time cause:assign or transfer by novation (as applicable): (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b), ; to be (in the case of its rights) assigned or transferred to, or (in the case of its obligations) assumed byby and novated to, another bank or financial institution orinstitution, subject to there being or another branch, any Subsidiary or Affiliate of, or company controlled by, the Lender or a member of the European Central Bank System, a credit institution, a financial services institution, a financial institution, an Event insurance company, a social security a pension fund, a hedge fund, an investment company/trust or a special purpose company established for the purposes of Defaultsecuritization, or by a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “Transferee Lender”) by delivering to the Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Agent (a “Transfer Certificate” ”) executed by the Transferor Lender and the Transferee Lender provided; howeverand should the Transfer Certificate alone be not sufficient in the Transferor Lender’s or Transferee Lender's jurisdiction for a Transferor Lender to transfer all or a proportionate share of the Transferor Lender's interest in the security constituted by the Finance Documents, the Borrower hereby undertakes, immediately on being requested to do so by the Agent and at the cost of the Transferee Lender, to enter into, and procure that the Borrowers other Security Parties shall not (at the cost of the Transferee Lender) enter into, such documents as may be responsible for any increased liability under Clause 22 due necessary or desirable to transfer to the Transferee Lender all or the relevant part of such ▇▇▇▇▇▇’s interest in the Finance Documents and all relevant references in this Agreement to such Lender shall thereafter be construed as a transfer under this Clause 26reference to the Transferor Lender and/or its Transferee Lender (as the case may be) to the extent of their respective interests. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to shall be dealt with separately in accordance with the Agency and Trust Agreement. A transfer pursuant to this Clause 26.2 shall: (d) be effected without the consent of any Borrower or any Security Party: (i) following the occurrence of an Event of Default; or (ii) if such transfer is to a Lender or an entity controlling, controlled by, or under common control with, a Transferor Lender or another Lender; or (iii) if such transfer is required by a banking authority; and (e) require the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed) in all other circumstances Provided that each Borrower will be deemed to have given its consent 5 Business Days following the Agent’s notice of transferDeed.

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “Transferor Lender” ”) may may, at any time time, cause: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); or (d) all or part of its credit risk under this Agreement and the other Finance Documents, to be syndicated to or, (in the case of its rights) assigned, pledged or transferred to, or (in the case of its obligations) pledged or assumed by, another bank or financial institution or, subject to there being an Event of Default, a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets any third party (a “Transferee Lender”) by delivering to the Facility Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Facility Agent (a “Transfer Certificate” ”) executed by the Transferor Lender and the Transferee Lender. Prior to exercising its rights pursuant to this Clause 26.2, the Transferor Lender provided; howevermay, other than in the case of a transfer contemplated in subparagraphs (i)(A) or (B) below, shall first give each other Lender the option (through a notice in writing) to receive the benefit of a syndication or any assignment, pledge, transfer or assumption of its Contribution (or the relevant thereof), its Commitment (or the relevant part thereof) or a combination of both and, Provided that there is no Event of Default in existence at the relevant time, the Borrowers the right to propose a Transferee Lender to the Transferor Lender. Each Lender shall not be responsible for have 5 Business Days from the date of the Transferor Lender’s notice to advise the Transferor Lender in writing if it shall exercise such option. If any increased liability under Clause 22 due Lender(s) exercise(s) such option within the aforementioned 5-Business Day period, the Transferor Lender(s) and the Transferee Lender(s) shall execute and deliver to the Facility Agent a transfer under this Clause 26completed certificate(s) in the form set out in Schedule 4 with any modifications approved or required by the Facility Agent. However any rights and obligations of the Transferor Lender in its capacity as Facility Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Agreement. All costs and expenses relating to a transfer effected pursuant to this Clause 26.2 shall be borne by the Transferee Lender. A transfer pursuant to this Clause 26.2 shall: (di) be effected without the consent of any Borrower or any Security Party: (i) following the occurrence of an Event of Default; or (ii) if such transfer is to a Lender or an entity controlling, controlled by, or under common control with, a Transferor Lender or another Lender; or (iii) if such transfer is required by a banking authority; and (e) require the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed) in all other circumstances Provided that each Borrower will be deemed to have given its consent 5 Business Days following the Agent’s notice of transfer.Borrowers;

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “Transferor Lender” ”) may at any time cause: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); or (d) all or part of its credit risk under this Agreement and the other Finance Documents, to be syndicated to or, (in the case of its rights) assigned, pledged or transferred to, or (in the case of its obligations) pledged or assumed by, another bank or financial institution or, subject to there being an Event of Default, a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets by any third party (a “Transferee Lender”) by delivering to the Agent a completed certificate in the form set out in Schedule 4 5 with any modifications approved or required by the Agent (a “Transfer Certificate” ”) executed by the Transferor Lender and the Transferee Lender provided; however, that the Borrowers shall not be responsible for any increased liability under Clause 22 due to a transfer under this Clause 26Lender. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Agreement. A transfer pursuant to this Clause 26.2 shall: (d) be effected without the consent of any Borrower or any Security Party: (i) following the occurrence of an Event of Default; or (ii) if such transfer is to a Lender or an entity controlling, controlled by, or under common control with, a Transferor Lender or another Lender; or (iii) if such transfer is required by a banking authority; and (e) require the The prior consent of the Borrowers Borrower (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) is required for a syndication or, (in all other circumstances Provided that each Borrower will the case of its rights) assignment, pledge or transfer, or (in the case of its obligations) pledge or assumption pursuant to this Clause 26.2, unless: (i) the Transferee Lender is another Lender or an affiliate or a company or financial institution which is in the same ownership or control as one of the Lenders; or (ii) an Event of Default has occurred at the relevant time. With respect to the Transferor ▇▇▇▇▇▇’s notice requesting the Borrower’s consent under this Clause 26.2, such consent shall be deemed granted if the Borrower has failed to have given its consent 5 object to such request by written notice to the Transferor Lender within five Business Days following from the AgentBorrower’s notice receipt of transferthe Transferor ▇▇▇▇▇▇’s notice. The Borrower shall not be liable for any costs or expenses of the Transferor Lender, the Transferee Lender or any other party under or in connection with any assignment or other transfer pursuant to this Clause 26.2.

Transfer by a Lender. Subject to Clause 26.426.4 (Effective Date of Transfer Certificate), a Lender (the “"Transferor Lender” ") may at any time cause: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); or (d) all or part of its credit risk under this Agreement and the other Finance Documents, to be syndicated to or, (in the case of its rights) assigned, pledged or transferred to, or (in the case of its obligations) pledged or assumed by, another any other bank or financial institution or, subject or to there being an Event of Default, a trust, fund or other entity, provided that such other entity which is regularly engaged in in, or established for the purpose of of, making, purchasing or investing in loans, securities or other financial assets (a “"Transferee Lender”") by delivering to the Agent a completed certificate in the form set out in Schedule 4 (Transfer Certificate) with any modifications approved or required by the Agent (a “"Transfer Certificate” ") executed by the Transferor Lender and the Transferee Lender provided; howeverLender. However, that the Borrowers shall not be responsible for any increased liability under Clause 22 due to a transfer under this Clause 26. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust AgreementDeed. A transfer pursuant to this Clause 26.2 shall: (d) be effected without the consent of any Borrower or any Security Party: (i) following the occurrence of an Event of Default; or (ii) if such transfer is to a Lender or an entity controlling, controlled by, or under common control with, a Transferor Lender or another Lender; or (iii) if such transfer is required by a banking authority; and (e) require the The prior consent of the Borrowers Borrower (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) is required for a syndication or, (in all the case of its rights) assignment, pledge or transfer, or (in the case of its obligations) pledge or assumption pursuant to this Clause 26.2 (Transfer by a Lender), except in the below circumstances (where no consent of the Borrower shall be required but in respect of sub-paragraphs (i) and (ii) below, the Transferor Lender shall give to the Borrower no less than 10 Business Days' prior written notice): (i) the Transferee Lender is another Lender or an affiliate or a company or financial institution which is in the same ownership or control as one of the Lenders; (ii) members of the European System of Central Banks, the KFW Development Bank, the European Investment Bank and other circumstances Provided that each Borrower will development banks included within the meaning of Section 5 para. 1 no.2 of the German Corporate Income Tax Act; or (iii) an Event of Default has occurred at the relevant time. 88 EUROPE/77631112v4 With respect to the Transferor ▇▇▇▇▇▇'s notice requesting the Borrower's consent under this Clause 26.2 (Transfer by a Lender), such consent shall be deemed granted if the Borrower has failed to have given its consent 5 object to such request by written notice to the Transferor Lender within five Business Days following from the Agent’s notice Borrower's receipt of transferthe Transferor ▇▇▇▇▇▇'s notice. All costs and expenses relating to a transfer effected pursuant to this Clause 26.2 (Transfer by a Lender) shall be borne by the Transferee Lender.

Transfer by a Lender. Subject to Clause 26.427.4, a Lender (the “Transferor Lender” ”) may at any time time, without additional costs to, but with the prior written consent of the Borrower and the Agent (such consent not to be unreasonably withheld or delayed and to be deemed granted within five (5) Business Days from the day it has been sought unless it has been expressly refused within that period), cause: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b), to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution orinstitution, subject to there being an Event of Defaultany insurer, a reinsurer, trust, fund or other entity (a “Transferee Lender”) which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other 115 ‌ SK 26945 0003 10902825 v6 financial assets and (a “Transferee Lender”ii) not an Affiliate of the Borrower by delivering to the Agent a completed certificate in the form set out in Schedule 4 5 with any modifications approved or required by the Agent (a “Transfer Certificate” ”) executed by the Transferor Lender and the Transferee Lender; provided that (1) no consent of the Borrower or the Agent shall be required if the transfer is to another Lender, an Affiliate of a Lender provided; howeveror an Approved Fund, (2) no consent of the Borrower is required if the transfer is after an Event of Default has occurred and is continuing, and (3) no consent of the Borrower is required for an assignment or transfer of any rights of such Lender to any refinancing entity including without limitation any insurer, reinsurer, securitization special purpose entity, trust or fund, for the purpose of that Lender refinancing or hedging its loan exposure, provided no such assignment or transfer shall either (a) release the Borrowers Lender from any of its obligations under the Finance Documents or (b) require any payments to be made by a Security Party other than, or in excess of, or grant to any person any more extensive rights than, those required to be made or those granted to the relevant Lender under the Finance Documents, and provided further that, notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, the consent of the Borrower shall not be responsible required for any increased liability under Clause 22 due to a assignment or transfer under this Clause 26sub-clause (3) that is proposed to be made to an entity that is, or is controlled by, an Excluded Fund. However Notwithstanding the foregoing, any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to shall be dealt with separately determined in accordance with Clause 31. Notwithstanding the Agency foregoing, any transfer by the Lender of its Contribution or its obligations in respect of all or part of its Commitment shall be made pro rata within the Term Loan Facility and Trust Agreement. A transfer pursuant to this Clause 26.2 shall: (d) be effected without the consent of any Borrower or any Security Party: (i) following the occurrence of an Event of Default; or (ii) if such transfer is to a Lender or an entity controlling, controlled by, or under common control with, a Transferor Lender or another Lender; or (iii) if such transfer is required by a banking authority; and (e) require the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed) in all other circumstances Provided that each Borrower will be deemed to have given its consent 5 Business Days following the Agent’s notice of transferRevolving Facility.

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “Transferor Lender” ”) may may, at its sole discretion and at the expense of the Transferee Lender (as hereinafter defined), without the consent of and/or the prior consultation with the Borrowers (but with notice to the Borrowers) and/or any Security Party, at any time cause:assign or transfer by novation (as applicable): (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b), ; to be (in the case of its rights) assigned or transferred to, or (in the case of its obligations) assumed byby and novated to, another bank or financial institution orinstitution, subject to there being or another branch, any Subsidiary or Affiliate of, or company controlled by, the Lender or a member of the European Central Bank System, a credit institution, a financial services institution, a financial institution, an Event insurance company, a social security a pension fund, a hedge fund, an investment company/trust or a special purpose company established for the purposes of Defaultsecuritization, or by a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “Transferee Lender”) by delivering to the Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Agent (a “Transfer Certificate” ”) executed by the Transferor Lender and the Transferee Lender provided; howeverand should the Transfer Certificate alone be not sufficient in the Transferor Lender’s or Transferee Lender's jurisdiction for a Transferor Lender to transfer all or a proportionate share of the Transferor Lender's interest in the security constituted by the Finance Documents, the Borrowers hereby undertake, immediately on being requested to do so by the Agent and at the cost of the Transferee Lender, to enter into, and procure that the Borrowers other Security Parties shall not (at the cost of the Transferee Lender) enter into, such documents as may be responsible for any increased liability under Clause 22 due necessary or desirable to transfer to the Transferee Lender all or the relevant part of such ▇▇▇▇▇▇’s interest in the Finance Documents and all relevant references in this Agreement to such Lender shall thereafter be construed as a transfer under this Clause 26reference to the Transferor Lender and/or its Transferee Lender (as the case may be) to the extent of their respective interests. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to shall be dealt with separately in accordance with the Agency and Trust Agreement. A transfer pursuant to this Clause 26.2 shall: (d) be effected without the consent of any Borrower or any Security Party: (i) following the occurrence of an Event of Default; or (ii) if such transfer is to a Lender or an entity controlling, controlled by, or under common control with, a Transferor Lender or another Lender; or (iii) if such transfer is required by a banking authority; and (e) require the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed) in all other circumstances Provided that each Borrower will be deemed to have given its consent 5 Business Days following the Agent’s notice of transferDeed.

Transfer by a Lender. Subject to Clause 26.427.4, a Lender (the “Transferor Lender” ”) may at any time time, without additional costs to, but with the prior written consent of the Borrower and the Agent (such consent not to be unreasonably withheld or delayed and to be deemed granted within five (5) Business Days from the day it has been sought unless it has been expressly refused within that period), cause: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b), to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution orinstitution, subject to there being an Event of Defaultany insurer, a reinsurer, trust, fund or other entity (a “Transferee Lender”) which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and (a “Transferee Lender”ii) not an Affiliate of the Borrower by delivering to the Agent a completed certificate in the form set out in Schedule 4 5 with any modifications approved or required by the Agent (a “Transfer Certificate” ”) executed by the Transferor Lender and the Transferee Lender; provided that (1) no consent of the Borrower or the Agent shall be required if the transfer is to another Lender, an Affiliate of a Lender provided; howeveror an Approved Fund, (2) no consent of the Borrower is required if the transfer is after an Event of Default has occurred and is continuing, and (3) no consent of the Borrower is required for an assignment or transfer of any rights of such Lender to any refinancing entity including without limitation any insurer, reinsurer, securitization special purpose entity, trust or fund, for the purpose of that Lender refinancing or hedging its loan exposure, provided no such assignment or transfer shall either (a) release the Borrowers Lender from any of its obligations under the Finance Documents or (b) require any payments to be made by a Security Party other than, or in excess of, or grant to any person any more extensive rights than, those required to be made or those granted to the relevant Lender 115 ‌ under the Finance Documents, and provided further that, notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, the consent of the Borrower shall not be responsible required for any increased liability under Clause 22 due to a assignment or transfer under this Clause 26sub-clause (3) that is proposed to be made to an entity that is, or is controlled by, an Excluded Fund. However Notwithstanding the foregoing, any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to shall be dealt with separately determined in accordance with Clause 31. Notwithstanding the Agency foregoing, any transfer by the Lender of its Contribution or its obligations in respect of all or part of its Commitment shall be made pro rata within the Term Loan Facility and Trust Agreement. A transfer pursuant to this Clause 26.2 shall: (d) be effected without the consent of any Borrower or any Security Party: (i) following the occurrence of an Event of Default; or (ii) if such transfer is to a Lender or an entity controlling, controlled by, or under common control with, a Transferor Lender or another Lender; or (iii) if such transfer is required by a banking authority; and (e) require the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed) in all other circumstances Provided that each Borrower will be deemed to have given its consent 5 Business Days following the Agent’s notice of transferRevolving Facility.

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “"Transferor Lender” ") may may, at its sole discretion, without the consent of and/or the prior consultation with the Borrower (but with notice to the Borrower) and/or any Security Party, at any time causeassign or transfer: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b), ; to be (in the case of its rights) assigned or transferred to, or (in the case of its obligations) assumed by, another bank or financial institution orinstitution, subject to there being an Event of Default, or by a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “"Transferee Lender”") by delivering to the Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Agent (a “"Transfer Certificate” ") executed by the Transferor Lender and the Transferee Lender provided; howeverand should the Transfer Certificate alone be not sufficient in the Transferor Lender's or Transferee Lender's jurisdiction for a Transferor Lender to transfer all or a proportionate share of the Transferor Lender's interest in the security constituted by the Finance, the Borrower hereby undertakes, immediately on being requested to do so by the Agent and at the cost of the Transferor Lender, to enter into, and procure that the Borrowers other Security Parties shall not (at the cost of the Transferor Lender) enter into, such documents as may be responsible for any increased liability under Clause 22 due necessary or desirable to transfer to the Transferee Lender all or the relevant part of such Lender's interest in the Finance Documents and all relevant references in this Agreement to such Lender shall thereafter be construed as a transfer under this Clause 26reference to the Transferor Lender and/or its Transferee Lender (as the case may be) to the extent of their respective interests. However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to shall be dealt with separately in accordance with the Agency and Trust Agreement. A transfer pursuant to this Clause 26.2 shall: (d) be effected without the consent of any Borrower or any Security Party: (i) following the occurrence of an Event of Default; or (ii) if such transfer is to a Lender or an entity controlling, controlled by, or under common control with, a Transferor Lender or another Lender; or (iii) if such transfer is required by a banking authority; and (e) require the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed) in all other circumstances Provided that each Borrower will be deemed to have given its consent 5 Business Days following the Agent’s notice of transferDeed.