definiens: shall mean a company which:(i ) having regard to all the circumstances, including its assets and liabilities ( actual and contingent ), has, and provides, [COMPANY] with evidence that such company has a credit worthiness such that its ability to meet the payment obligationsunder the Finance Documents is at least equal to that of VDL and the Parent, and ( ii ) ( x ) acquires all rights and obligations in respect of the Relevant Assets and acquires all VDL ’s rights andobligations under the License Agreement, this Agreement and the other Finance Documents, ( y ) expressly confirms(and executes such documents as [COMPANY] reasonably requires to evidence ) ( 1 ) the continuation or novation of all theterms of such Transaction Documents ( including any principles of set - off ), and ( 2 ) that the security over theSecured Assets survives and remains unaffected by the acquisition or is replaced with substantially equivalentsecurity over the Secured Assets with the Satisfactory Purchaser as grantor of such replacement security ( or withsuch variations as [COMPANY] reasonably agrees ) ( and with [COMPANY] being satisfied that any such new security will not besubject to any or periods ( as those expressions are generally understood by United Kingdominsolvency practitioners ) ), and ( z ) provides [COMPANY] with such opinion of outside counsel as [COMPANY] reasonably requires(in form and content reasonably satisfactory to [COMPANY] ) confirming the corporate status of such acquiring company, the legality, validity, binding effect and enforceability of the Transaction Documents ( or replacements thereof ) onthe acquiring company, and that the continuation of the security remains unaffected by the acquisition or ( in thecase of the replacement of such security ) that the new security provides substantially equivalent security over theSecured Assets ; and [COMPANY] has received satisfactory legal advice that its rights to set - off are not adversely affectedby such acquisition ; provided that if there is any dispute as to whether a person meets the test in paragraph ( i ) of the definition of a, such matter shall be referred to a ( as defined in Clause 3.6 below ) and a person shallonly be regarded as satisfying the test in paragraph ( i ) above once the Panel has so determined and for- 10 - CONFORMED COPY these purposes, the procedures specified in Clause 3.6 for determining a Material Adverse Effect shall apply mutatismutandis ( with the procedure being capable of being started by either VDL or [COMPANY] ) save that under all circumstancesthe fees and expenses shall be paid by VDL ; ( f ) No Advance prepaid may be re - drawn . Notice of prepayment is irrevocable