Common use of Transfers by Party A Clause in Contracts

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Part 5(e)(ii), Party A shall not transfer, whether by way of security or otherwise, any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party B; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied. (ii) Subject to Part 1(1), Party A may (at its own cost) transfer its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that: (A) the Transferee contracts with Party B on terms that (x) are identical to the terms of this Agreement in respect of any obligation (whether absolute or contingent) to make payment or delivery after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer; (B) unless such transfer is effected for the purpose of Section 5(e)(ii) or at a time when First Rating Trigger Requirements apply, Party B has determined that the condition in Part 5(e)(ii)(A)(y) above is satisfied.

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(e)(ii6(a)(ii), Party A shall may not transfer, transfer (whether by way of security or otherwise, ) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party B; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied.B. (ii) Subject to Part 1(1), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that: that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee contracts with Party B will not be required to withhold or deduct on terms that (xaccount of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) are identical to the terms of this Agreement in respect of any obligation such Tax, (whether absolute C) a Termination Event or contingentEvent of Default does not occur under this Agreement as a result of such transfer, (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition; and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury regulations section 1.1001-4. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make payment any claim for payment, liability, or delivery otherwise against Party A with respect to, such obligations from and after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer; (B) unless such transfer is effected for the purpose of Section 5(e)(ii) or at a time when First Rating Trigger Requirements apply, Party B has determined that the condition in Part 5(e)(ii)(A)(y) above is satisfied.

Transfers by Party A. (i) Section 7 of this Agreement shall will not apply to Party A andA, subject who will be required to Part 5(e)(iicomply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii), Party A shall not transfer, whether by way of security or otherwise, any may transfer all its interest or obligation and obligations in or and under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party B; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide upon providing no less than ten Business Days’ prior written notice to the Rating Agencies Security Trustee (save that where a transfer has taken place pursuant to Part 6(a) (Ratings Downgrade Provisions) or following the occurrence of an Event of Default where Party B is the Defaulting Party or a Termination Event where Party B is the Affected Party, notice may be contemporaneous with transfer and Party B will not be required to consent to such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied. (ii) Subject to Part 1(1), Party A may (at its own cost) transfer its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that: (A1) it is an Eligible Transferee; (2) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct any amount for or on account of Tax from any payments made under this Agreement (unless such Transferee agrees to pay additional amounts in respect of such Tax under Section 2(d) of this Agreement or its replacement (as applicable); (3) (judged as of the time of transfer) a Termination Event or an Event of Default will not immediately occur under this Agreement as a result of such transfer; (4) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Payment Date as a result of such transfer; (5) the Transferee or Party A on its behalf agrees with Party B and the Security Trustee to pay all costs, expenses, fees and taxes (including stamp taxes) arising in respect of such transfer; (6) the Transferee accedes to the Transaction Documents to which Party A is a party in its capacity as Currency Swap Provider; and (7) the Transferee contracts with Party B on terms that (x) are identical to the terms of this Agreement in respect of any obligation (whether absolute or contingent) to make payment or delivery after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer; (B) unless such transfer is effected for the purpose of Section 5(e)(ii) or at a time when First Rating Trigger Requirements apply, Party B has determined that the condition in Part 5(e)(ii)(A)(y) above is satisfied.that:

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Part 5(e)(ii), Party A shall not transfer, whether by way of security or otherwise, any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party B; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied. (ii) Subject to Part 1(1), Party A may (at its own cost) transfer its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that: (A) the Transferee contracts with Party B on terms that (x) are identical to the terms of this Agreement in respect of any obligation (whether absolute or contingent) to make payment or delivery after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer;; and (B) unless as of the date of such transfer is effected for the purpose Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 5(e)(ii2(d)(i)(4) of this Agreement in respect of such Tax, (B) a Termination Event or at Event of Default does not occur under this Agreement as a time when First result of such transfer, and (C) Party A receives confirmation from the Rating Trigger Requirements applyAgencies that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party B has determined that A shall be deemed to be references to the Transferee. (iii) In determining whether or not a transfer satisfies the condition in Part 5(e)(ii)(A)(y) above above, Party B shall act in a commercially reasonable manner. (iv) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(e)(ii) above, Party B shall, at Party A’s written request and cost, take any reasonable steps required to be taken by it to effect such transfer. (v) Section 5(e)(ii) shall be amended by (i) replacing the words “all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist” with the words “its rights and obligations under this Agreement in respect of the Affected Transactions in accordance with Part 5(e) of the Schedule (on the basis that each reference to “Agreement” in Part 5(e) is satisfiedreplaced by the words “Agreement in respect of the Affected Transactions”)” and (ii) the deletion of the sentence: “Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.”. (vi) Following a transfer in accordance with Part 5(e)(ii), all references to Party A shall be deemed to be references to the Transferee. (vii) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Part 5(e)(ii6(a)(ii), Party A shall not transfer, whether by way of security or otherwise, any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party BB and the Insurer; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii6(a)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied. (ii) Subject to Part 1(11(l), Party A may (at its own cost) transfer its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that: (A) the Transferee contracts with Party B on terms that (x) are identical to the terms of this Agreement in respect of any obligation (whether absolute or contingent) to make payment or delivery after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer; (B) unless such transfer is effected for the purpose of Section 5(e)(ii6(b)(ii) or at a time when First Rating Trigger Requirements apply, Party B has determined that the condition in Part 5(e)(ii)(A)(y6(a)(ii)(A)(y) above is satisfied.

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(e)(ii6(a)(ii), Party A shall may not transfer, transfer (whether by way of security or otherwise, ) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party B; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied.B. (ii) Subject to Part 1(1), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that: that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee contracts with Party B will not be required to withhold or deduct on terms that (xaccount of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) are identical to the terms of this Agreement in respect of any obligation such Tax, (whether absolute C) a Termination Event or contingentEvent of Default does not occur under this Agreement as a result of such transfer, (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition, and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury Regulations Section 1.1001.4. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make payment any claim for payment, liability, or delivery otherwise against Party A with respect to, such obligations from and after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer; (B) unless such transfer is effected for the purpose of Section 5(e)(ii) or at a time when First Rating Trigger Requirements apply, Party B has determined that the condition in Part 5(e)(ii)(A)(y) above is satisfied.

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(e)(ii6(a)(ii), Party A shall may not transfer, transfer (whether by way of security or otherwise, ) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party B; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied.B. (ii) Subject to Part 1(11(l), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that: that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee contracts with Party B will not be required to withhold or deduct on terms that (xaccount of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) are identical to the terms of this Agreement in respect of any obligation such Tax, (whether absolute C) a Termination Event or contingentEvent of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make payment any claim for payment, liability, or delivery otherwise against Party A with respect to, such obligations from and after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer; (B) unless such transfer is effected for the purpose of Section 5(e)(ii) or at a time when First Rating Trigger Requirements apply, Party B has determined that the condition in Part 5(e)(ii)(A)(y) above is satisfied.

Transfers by Party A. (i) Section 7 of this Agreement shall will not apply to Party A andA, subject who will be required to Part 5(e)(iicomply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii), Party A shall not transfer, whether by way of security or otherwise, any may transfer all its interest or obligation and obligations in or and under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party B; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide upon providing no less than ten Business Days’ prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied. (ii) Subject to Part 1(1), Party A may (at its own cost) transfer its rights and obligations with respect to this Agreement Security Trustee to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that: (A1) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct any amount for or on account of Tax from any payments made under this Agreement (unless such Transferee agrees to pay additional amounts in respect of such Tax under Section 2(d) of this Agreement or its replacement (as applicable); (2) (judged as of the time of transfer) a Termination Event or an Event of Default will not immediately occur under this Agreement as a result of such transfer; (3) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Payment Date as a result of such transfer; (4) the Transferee or Party A on its behalf agrees with Party B and the Security Trustee to pay all costs, expenses, fees and taxes (including stamp taxes) arising in respect of such transfer; (5) the Transferee accedes to the Transaction Documents to which Party A is a party in its capacity as Basis Rate Swap Provider; (6) the Transferee contracts with Party B on terms that (x) are identical to the terms of this Agreement in respect of any obligation (whether absolute or contingent) to make payment or delivery after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer; (B) unless such transfer is effected for the purpose of Section 5(e)(ii) or at a time when First Rating Trigger Requirements apply, Party B has determined that the condition in Part 5(e)(ii)(A)(y) above is satisfied.that:

Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(e)(ii6(a)(ii), Party A shall may not transfer, transfer (whether by way of security or otherwise, ) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party B; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied.B. (ii) Subject to Part 1(1), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that: that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee contracts with Party B will not be required to withhold or deduct on terms that (xaccount of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) are identical to the terms of this Agreement in respect of any obligation such Tax, (whether absolute C) a Termination Event or contingentEvent of Default does not occur under this Agreement as a result of such transfer, (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition, and (E) Party A and the Transferee are both “dealers in notional principal contracts” within the meaning of Treasury Regulations Section 1.1001.4. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to make payment or delivery after be the effective date transferee of such a transfer and (y) insofar as they do not relate to payment or delivery obligations, are, be made in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer; (B) unless such transfer is effected for the purpose of Section 5(e)(ii) or at a time when First Rating Trigger Requirements applyaccordance with Part 6(a)(ii), Party B has determined that shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the condition documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(e)(ii)(A)(y6(a) above is satisfied.will constitute an acceptance and assumption of such obligations (and any related interests so