Common use of ASSIGNMENTS AND TRANSFERS BY BANKS Clause in Contracts

ASSIGNMENTS AND TRANSFERS BY BANKS. Any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 38.4 (Assignments by Banks) or transfer in accordance with Clause 38.5 (Transfers by Banks) all or any of its rights, benefits and obligations under the Finance Documents to a bank or financial institution provided that: (a) in relation to the Tranche A Facility: (i) such assignment or transfer will be in a minimum amount of EUR500,000; (ii) such assignment or transfer will not, as a consequence of laws or regulations in force at that time, result in any amount being required to be prepaid under Clause 20 (Illegality); and (iii) the proposed assignee(s) or transferee(s) would not be entitled to receive any greater payment under Clause 17 (Taxes) or Clause 19 (Increased Costs) than the assigning or transferring Bank would have been entitled to receive as of such date under such Clauses with respect to the rights, benefits and/or obligations assigned or transferred (unless such assigning or transferring Bank has in respect of the rights and benefits to be assigned or rights, benefits and obligations to be transferred previously complied with a request made pursuant to Clause 21 (Mitigation); and (b) in relation to the Tranche B Facility: (i) such Bank shall comply with any transfer or substitution requirements applicable to a Performance Bond; (ii) no such assignment or transfer may be made without the consent of the Beneficiary; and (iii) such assignment or transfer will be a pro rata assignment or transfer of each Performance Bond issued by such Tranche B Bank and will be in a minimum amount of EUR3,000,000, and no Obligor shall be obliged to pay any amount hereunder which it would not have been obliged to pay as a result of any assignment or transfer by any Bank which does not comply with the requirements of this Clause 38.3.

ASSIGNMENTS AND TRANSFERS BY BANKS. 39.1 Any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 38.4 (Assignments by Banks) hereunder or transfer in accordance with Clause 38.5 (Transfers by Banks) 39.3 all or any of its rights, benefits and obligations under hereunder. Provided that the Finance Documents transferee is a Qualifying Bank and an Eligible Bank and (save in the case of an assignment of rights and benefits, or a transfer, to a bank or financial institution provided that: (a) in relation to the Tranche A Facility: (i) any subsidiary or holding company, or to any subsidiary of any holding company, of such assignment Bank or transfer will be in a minimum amount of EUR500,000; (ii) such assignment or transfer will not, as a consequence of laws or regulations in force at that time, result in any amount being required to be prepaid under Clause 20 (Illegality); and (iii) the proposed assignee(s) or transferee(s) would not be entitled to receive any greater payment under Clause 17 (Taxes) or Clause 19 (Increased Costs) than the assigning or transferring Bank would have been entitled to receive as of such date under such Clauses with respect to the rights, benefits and/or obligations assigned or transferred (unless such assigning or transferring Bank has in respect of the rights and benefits to be assigned or rights, benefits and obligations to be transferred previously complied with a request made pursuant to Clause 21 (Mitigation); and (b) in relation to the Tranche B Facility: (i) such Bank shall comply with any transfer or substitution requirements applicable to a Performance Bond; (iiother Bank) no such assignment or transfer may be made without the prior written consent of PLC. No Bank may enter into a sub-participation agreement in relation to any of its rights and/or obligations under any Finance Document without the Beneficiaryprior written consent of PLC thereto. 39.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 39.1, then, unless and until the assignee has undertaken in favour of the Agents, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agents, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 39.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 39.1, then such transfer may be effected by the delivery to the Facility Agent (copied to PLC, the Dollar Swing- Line Agent and the Sterling Swing-Line Agent) of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Facility Agent: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, each of the Borrowers and such Bank shall be released from further obligations towards one another hereunder and their respective rights and benefits against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 39.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"); (ii) each of the Borrowers and the Transferee party thereto shall assume obligations towards one another and/or acquire rights and benefits against one another which differ from such discharged rights and obligations only insofar as such Borrower and such Transferee have assumed and/or acquired the same in place of such Borrower and such Bank; and (iii) the Agents, the Arrangers, such assignment Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or transfer will be a pro rata assignment or transfer of each Performance Bond issued assumed by such Tranche B Bank and will be in a minimum amount of EUR3,000,000, and no Obligor shall be obliged to pay any amount hereunder which it would not have been obliged to pay as a result of any assignment or such transfer. 39.4 On the date upon which a transfer by any Bank which does not comply with takes effect pursuant to Clause 39.3, the requirements Transferee in respect of this Clause 38.3such transfer shall pay to the Facility Agent for its own account a transfer fee of (Pounds)300.

ASSIGNMENTS AND TRANSFERS BY BANKS. 34.1 Any Bank may, at any time (with the prior written consent of the CRH Agent such consent not to be unreasonably withheld and to be deemed given 10 business days after the Bank has requested it unless expressly refused by the CRH Agent within that time, ) (a) assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 38.4 hereunder or (Assignments by Banksb) or transfer in accordance with Clause 38.5 (Transfers by Banks) 34.3 of this Clause 34 all or any of its rights, benefits and obligations under the Finance Documents hereunder, in each case to a bank Qualifying Lender. In respect of a Bank’s Commitment no such transfer or financial institution assignment of a Bank’s Commitment may be made in respect of an amount of less than £3,000,000 (in the case of transfers of Facility A Commitment), unless such Bank’s Commitment is less than £3,000,000 and the transfer or assignment is in respect of the whole of that Bank’s Commitment, and all transfers and assignments shall be made pro rata a Bank’s Facility A Commitment and Facility B Commitment. However, no such consent shall be required for an assignment or transfer to an affiliate of that Bank provided that: (a) in relation that no breach of this Agreement shall result as a consequence thereof and the CRH Agent receives from that Bank at least 30 business days prior to the Tranche A Facility: proposed assignment or transfer written details of the proposed transfer, including the name of the affiliate, its Facility Office(s) and its country of residence for tax purposes (iand the name, Facility Office(s) and country of residence for tax purposes of its nominated affiliate, if any) except that no such assignment or transfer will shall become effective unless the affiliate is a Qualifying Lender. 34.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 34.1 of this Clause 34, then, unless and until the assignee has confirmed in writing to the Agent, for itself and for the Parties, that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent and the other Parties shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a Party. 34.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 34.1 of this Clause 34, then such transfer may be effected by the delivery to the Agent of a minimum amount duly completed and duly executed Transfer Certificate together with any necessary written consent of EUR500,000the CRH Agent given pursuant to Clause 34.1 of this Clause 34 in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 34.3.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, each of the Obligors and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 34.3 as “discharged rights and obligations”); (ii) 34.3.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such assignment or transfer will not, discharged rights and obligations only insofar as a consequence such Obligor and such Transferee have assumed and/or acquired the same in place of laws or regulations in force at that time, result in any amount being required to be prepaid under Clause 20 (Illegality)such Obligor and such Bank; and (iii) 34.3.3 the proposed assignee(s) or transferee(s) would not be entitled to receive any greater payment under Clause 17 (Taxes) or Clause 19 (Increased Costs) than Agent, the assigning or transferring Bank Arranger, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been entitled to receive an original party hereto as of such date under such Clauses a Bank with respect to the rights, benefits and/or obligations assigned acquired or transferred assumed by it as a result of such transfer. 34.4 No assignee or transferee of a Bank’s rights hereunder shall be entitled to claim under the provisions of Clause 11 (unless such assigning Taxes) or transferring Bank has 13 (Increased Costs) a sum in respect excess of that which the rights and benefits relevant assignor or, as the case may be, transferor would have been entitled to be assigned or rights, benefits and obligations to be transferred previously complied with a request made pursuant to Clause 21 (Mitigation); and (b) in relation to the Tranche B Facility: (i) such Bank shall comply with any transfer or substitution requirements applicable to a Performance Bond; (ii) no claim had such assignment or transfer not taken place provided that the above provisions of this Clause 34.4 shall apply to an assignee or transferee of a Bank’s rights hereunder only to the extent that those rights relate to an Advance outstanding at the time of such transfer and further provided that an assignee and transferee of a Bank’s rights and obligations hereunder may be made without in any event make such a claim to the consent of the Beneficiary; and (iii) extent that such assignment or transfer will be a pro rata assignment or transfer of each Performance Bond issued by such Tranche B Bank and will be in a minimum amount of EUR3,000,000, and no Obligor shall be obliged to pay any amount hereunder which it would not have been obliged to pay claim arises as a result of any of the following events occurring after such assignment or transfer by (but subject always to the provisos to Clause 11 (Taxes) and Clause 13.1 of Clause 13 (Increased Costs)): 34.4.1 a change in law or treaty resulting in an obligation to make any Bank payment subject to deduction or withholding of tax; or 34.4.2 any of the events mentioned in the opening Clause 13.1 of Clause 13 (Increased Costs). 34.5 No assignee or transferee of a Bank’s rights hereunder shall be entitled to claim under the provisions of Clause 14 (Illegality) except in circumstances in which does the relevant assignor or, as the case may be, transferor, would have been entitled to make a similar claim had such assignment or transfer not comply with taken place provided that the requirements above provisions of this Clause 38.334.5 shall apply to an assignee or transferee of a Bank’s rights hereunder only to be extent that those rights relate to an Advance outstanding at the time of such transfer. 34.6 The Agent shall promptly notify the other Banks and the CRH Agent of the receipt by it of any Transfer Certificate and shall deliver a copy thereof to the CRH Agent. 34.7 If there is specified against a Bank’s name on the signing pages hereto a nominated affiliate in relation to certain Utilisations of the Facilities and such nominated affiliate executes this Agreement, such Bank may fulfil its obligation to participate in any such Utilisation by procuring that such nominated affiliate shall participate in the relevant Advance in the place of such Bank, whereupon such affiliate shall be entitled to the same rights and subject to the same obligations in relation to such Utilisation as if it had participated therein as a Bank provided always that for the purposes of calculating the Outstandings of a Bank which has exercised its rights under this Clause 34.7 such Bank (rather than such nominated affiliate) shall be deemed to have participated in the relevant Utilisation. 34.8 On the date upon which a transfer takes effect pursuant to Clause 34.3 of this Clause 34, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of £1,250.

ASSIGNMENTS AND TRANSFERS BY BANKS. 40.1 Assignments and Transfers Any Bank may, at any time, may assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 38.4 (Assignments by Banks) hereunder or transfer in accordance with Clause 38.5 40.3 (Transfers by Banks) all or any of its rights, benefits and obligations under the Finance Documents to a bank hereunder or financial institution provided transfer its Facility Office Provided that: (a) in relation to the Tranche A Facility: (i) such (save in the case of an assignment or transfer will be in a minimum amount of EUR500,000; (ii) such assignment or transfer will not, as a consequence of laws or regulations in force at that time, result in any amount being required to be prepaid under Clause 20 (Illegality); and (iii) the proposed assignee(s) or transferee(s) would not be entitled to receive any greater payment under Clause 17 (Taxes) or Clause 19 (Increased Costs) than the assigning or transferring Bank would have been entitled to receive as of such date under such Clauses with respect to the rights, benefits and/or obligations assigned or transferred (unless such assigning or transferring Bank has in respect of the rights and benefits to be assigned or rights, benefits and obligations to be transferred previously complied with a request made pursuant to Clause 21 (Mitigation); and (b) in relation to the Tranche B Facility: (i) any Affiliate of such Bank shall comply with any transfer or substitution requirements applicable to a Performance Bond; (iiBank) no such assignment or transfer may be of an amount of less than ,3,000,000 (in the case of transfers or assignments in relation to Tranche A) or C$5,000,000 (in the case of transfers or assignments in relation to Tranche B) or may be made without the prior written consent of the BeneficiaryBorrowers such consent not to be unreasonably withheld or delayed (and, for the avoidance of doubt, it shall not be unreasonable for the Borrowers to withhold or delay their consent in the case of an assignment of rights and benefits to any proposed assignee whose long-term debt obligations are then rated below Baa3 by ▇▇▇▇▇'▇ Investors Service, Inc. or below BBB- by Standard & Poor's Ratings Services); and (iiiii) any Tranche A1 Bank which has agreed pursuant to Clause 2 (The Facilities) to an increase in its Available Tranche B1 Commitments in its capacity as Tranche B1 Bank and any Tranche B1 Bank which has agreed pursuant to Clause 2 (The Facilities) to an increase in its Available Tranche A1 Commitments in its capacity as Tranche A1 Bank must, at the same time as it transfers all or any portion of its Tranche A1 Commitment or, as the case may be, its Tranche B1 Commitment transfer a pro rata portion of its Tranche B1 Commitment or, as the case may be, its Tranche A1 Commitment, in each case to the same transferee. Notwithstanding the foregoing, no consent from any Obligor shall be required with respect to any such assignment or transfer will be a pro rata assignment or transfer of each Performance Bond issued by such Tranche B Bank at any time after any notice has been delivered pursuant to Clause 29.17 (Acceleration and will be in a minimum amount of EUR3,000,000, and no Obligor shall be obliged to pay any amount hereunder which it would not have been obliged to pay as a result of any assignment or transfer by any Bank which does not comply with the requirements of this Clause 38.3Cancellation).

ASSIGNMENTS AND TRANSFERS BY BANKS. 30.1 Any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 38.4 (Assignments by Banks) hereunder, sell participations in, or transfer in accordance with Clause 38.5 30.3 (Transfers by Banksbut not otherwise) all or any of its rights, benefits and obligations under the Finance Documents hereunder to a bank or financial institution provided any person. Provided that: (a) in relation to the Tranche A Facility: (i) such assignment or transfer will be in a minimum amount of EUR500,000; (ii) such assignment or transfer will not, as a consequence of laws or regulations in force at that time, result in any amount being required to be prepaid under Clause 20 (Illegality); and (iii) the proposed assignee(s) or transferee(s) would not be entitled to receive any greater payment under Clause 17 (Taxes) or Clause 19 (Increased Costs) than the assigning or transferring Bank would have been entitled to receive as of such date under such Clauses with respect to the rights, benefits and/or obligations assigned or transferred (unless such assigning or transferring Bank has in respect of the rights and benefits to be assigned or rights, benefits and obligations to be transferred previously complied with a request made pursuant to Clause 21 (Mitigation); and (b) in relation to the Tranche B Facility: (i) such Bank shall comply with any transfer or substitution requirements applicable to a Performance Bond; (ii) no such assignment or transfer may be made without made: (a) unless the Bank also transfers or assigns to the same person a pro rata share of its rights, benefits and obligations (if any) under the Credit Agreement and the Swiss Facility (unless such assignment or transfer is to an Eligible Assignee as defined in the Credit Agreement with the prior written consent of the BeneficiaryAgent, which consent shall not be unreasonably withheld); (b) without the prior written consent of the Fronting Bank, the Overdraft Provider and the Agent, such consent not to be unreasonably withheld or delayed, and the prior written consent of the Borrower if such assignment or transfer is made to any person that is not an Eligible Assignee as defined in the Credit Agreement and no Event of Default has occurred and is continuing, such consent not to be unreasonably withheld or delayed; and (c) if the result thereof would be that the Borrower would be liable to pay an additional amount or amounts pursuant to Clauses 14 or 15 which additional amount or amounts would not have been payable had no such transfer or assignment occurred unless such Transferee or assignee agrees to waive its rights to receive such additional amount or amounts and any rights under Clause 24 with respect to such amounts; and (ii) no such participation may be made unless: (a) the relevant Bank remains the lender of record hereunder and the proposed participant does not become the lender of record hereunder; (b) the relevant Bank's obligations hereunder shall remain unchanged and it shall remain solely responsible for the performance thereof; (c) all parties hereto shall be entitled to deal solely with the relevant Bank in connection with its Commitment and other rights and obligations of the relevant Bank under the Finance Documents; (d) such Bank shall be solely responsible for any withholding taxes or filing or reporting requirements relating to such participation and shall hold harmless the Borrower and the Agent against the same; (e) such participant shall represent and warrant that it does not engage in the same line of business as, or derive more than 10% of its revenues in the same line of business as, Borrower; and (f) any such participant which is not an affiliate of the relevant Bank shall not be entitled to require the relevant Bank to take or omit to take any action under any Finance Document except action directly affecting the extension of the "Termination Date" hereunder or the reduction of the principal amount or the decrease in the rate of interest payable hereunder or any fees related thereto. 30.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 30.1, then, unless and until the assignee has agreed with the Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent and the other Banks shall not be obliged to recognize such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 30.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 30.1, then such transfer shall be effected by the delivery to the Borrower and the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 30.3 as "discharged rights and obligations"); (ii) the Borrower and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Borrower and such Transferee have assumed and/or acquired the same in place of the Borrower and such Bank; (iii) the Agent, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer; and (iv) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its Commitment, the Transferee shall replace such Bank under the terms of any relevant Letter of Credit or Contract Guarantee. 30.4 On the date upon which a transfer takes effect pursuant to Clause 30.3, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of L500. 30.5 The Borrower may, at any time and from time to time, upon notice to the Agent, request that a different Lender specified by the Borrower be appointed as the Overdraft Provider. Promptly upon such other Lender agreeing to such request and repayment of all outstanding Short-Term Advances together with accrued interest thereon to the existing Overdraft Provider, the existing Overdraft Provider shall transfer to such Lender all (but not part) of its rights, benefits and obligations hereunder as the Overdraft Provider. Any transfer contemplated by this Clause 30.5 shall be effected by the delivery to the Borrower and the Agent of a duly completed and duly executed Overdraft Provider Transfer Certificate in which event, on the later of the Transfer Date specified in such certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such certificate falling on or after) the date of delivery of such certificate to the Agent: (i) the Borrower and the Overdraft Provider shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled; (ii) the Borrower and the Overdraft Facility Transferee shall acquire the same rights and benefits and assume the same obligations towards one another as they would have acquired and assumed had the Overdraft Facility Transferee been an original party hereto as the Overdraft Provider; and (iii) such assignment the Agents, the Overdraft Facility Transferee and the other parties hereto shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had the Overdraft Facility Transferee been an original party hereto as the Overdraft Provider with the rights, benefits and/or obligations acquired or transfer will be a pro rata assignment or transfer of each Performance Bond issued assumed by such Tranche B Bank and will be in a minimum amount of EUR3,000,000, and no Obligor shall be obliged to pay any amount hereunder which it would not have been obliged to pay as a result of any assignment or transfer by any Bank which does not comply with the requirements of this Clause 38.3such transfer.

ASSIGNMENTS AND TRANSFERS BY BANKS. 32.01 Any Bank may, may at any timetime after consultation with the Borrower and in accordance with the terms of Clause 32.04 assign or novate or otherwise transfer its rights and obligations under the Financing Documents in part (in a minimum amount of £30,000,000 (or its equivalent) or such lesser amount as the Agent may agree) or in whole to a Qualifying Bank provided that: (i) the Borrower and the Agent may continue to treat such Bank as a Bank named herein for all purposes hereof with respect to such assigned, assign novated or transferred rights and obligations until the Agent shall have received (a) an agreement in form and substance satisfactory to it providing that the assignee or transferee is bound by the Financing Documents with respect to such rights and obligations as fully and to the same extent as if it were the Bank originally obligated under such obligations or owned such rights and (b) its representation and warranty to the same effect as set forth in Clause 29.15 as of the effective date of the assignment, novation or transfer to such assignee or transferee; (ii) if any Bank wishes to transfer all or any of its rights and benefits under the Finance Documents in accordance with Clause 38.4 (Assignments by Banks) or transfer in accordance with Clause 38.5 (Transfers by Banks) all or any of its rights, benefits and obligations under the Finance Financing Documents pursuant to this Clause 32 such transfer may be effected by way of a bank or financial institution provided that: (a) in relation Transfer Certificate and such Transfer Certificate shall for the purposes of this Clause 32 be deemed to the Tranche A Facility: (i) such assignment or transfer will be in a minimum amount of EUR500,000form and substance satisfactory to the Agent and shall be effective from and including the Transfer Date (as defined therein); (ii) such assignment or transfer will not, as a consequence of laws or regulations in force at that time, result in any amount being required to be prepaid under Clause 20 (Illegality); and (iii) the proposed assignee(sBorrower and each Bank other than the Existing Bank (as defined in any Transfer Certificate) hereby irrevocably authorise the Agent to execute that Transfer Certificate on its behalf as its agent and to deliver that executed Transfer Certificate to the New Bank (as therein defined) on its behalf; (iv) upon compliance with sub-Clause (i) above, all payments in respect of the rights assigned, novated or transferee(s) would not transferred with respect to such Available Commitment or proportion of Advances or portion thereof shall be entitled made to receive any greater payment under Clause 17 (Taxes) the assignee or Clause 19 (Increased Costs) than transferee, the assignee or transferee shall become a “Bank” for all purposes of the Financing Documents with respect to the rights and obligations assigned, novated or transferred to it, and the rights and obligations of the assigning or transferring Bank would have been entitled to receive as of such date under such Clauses with respect to shall terminate; and (v) the rights, benefits and/or obligations assigned or transferred (unless such assigning or transferring Bank has in respect shall pay the reasonable expenses of the rights Agent to administer and benefits to be assigned record any assignment, novation or rights, benefits and obligations to be transferred previously complied with a request made transfer pursuant to this Clause 21 (Mitigation); and (b) in relation 32 unless the assignee or transferee shall otherwise agree to pay such expenses, and the Tranche B Facility: Agent shall have no obligation under sub-Clause (i) above to record or act on any such assignment, novation or transfer unless it receives payment or confirmation satisfactory to the Agent from the assigning or transferring Bank or the assignee or transferee that such reasonable expenses shall comply be paid. 32.02 Nothing in this Clause 32 shall prevent any Bank from granting participations in its rights with respect to any transfer Advance if the existence of such participations does not affect the rights or substitution requirements applicable obligations of any of the other parties to a Performance Bond;this Agreement. 32.03 The New Bank (iias defined in the Transfer Certificate) no such shall, on the date on which an assignment or transfer may be made without takes effect, pay to the consent Agent for its own account a fee of £500. 32.04 If Bank of Scotland proposes at any time to cease to hold Commitrnents representing not less than 67% of the Beneficiary; and Total Commitments or proposes at any time to resign as the Agent it will give eight weeks notice of its intention to do so to the Borrower and the Borrower may (iiiprior to the date of such cessation or resignation) such assignment or transfer will be a pro rata assignment or transfer prepay the Advances made to it by Bank of each Performance Bond issued by such Tranche B Bank and will be Scotland under this Agreement in a minimum amount accordance with the terms of EUR3,000,000, and no Obligor shall be obliged to pay any amount hereunder which it would not have been obliged to pay as a result this Agreement but without payment of any assignment or transfer by any Bank which does not comply with the requirements of this prepayment fee as is referred to in Clause 38.311.07 hereof.

ASSIGNMENTS AND TRANSFERS BY BANKS. 31.1 Any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 38.4 (Assignments by Banks) hereunder or transfer in accordance with Clause 38.5 (Transfers by Banks) 31.3 all or any of its rights, benefits and obligations under to a person subject to the Finance Documents prior written consent of the Borrower and the Agent (such consent not to be unreasonably withheld or delayed Provided that it is understood that such consent may be withheld in relation to a bank or financial institution provided that:whose primary business is similar to or in direct competition with that of the Group or where the Borrower reasonably considers that the credit-worthiness of the transferee bank is substantially below that of the transferor bank). Unless the Borrower and the Agent agree otherwise, any partial assignment, transfer or novation must be a minimum Commitment amount of pound sterling 5,000,000. (a) 31.2 If any Bank assigns all or any of its rights and benefits hereunder in relation accordance with Clause 31.1, then, unless and until the assignee has agreed with the Agent, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 31.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 31.1, then such transfer may be effected by the delivery to the Tranche A FacilityAgent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (i) such assignment or transfer will be in a minimum amount of EUR500,000; (ii) such assignment or transfer will not, as a consequence of laws or regulations in force at that time, result in any amount being required to be prepaid under Clause 20 (Illegality); and (iii) the proposed assignee(s) or transferee(s) would not be entitled to receive any greater payment under Clause 17 (Taxes) or Clause 19 (Increased Costs) than the assigning or transferring Bank would have been entitled to receive as of such date under such Clauses with respect to the rights, benefits and/or obligations assigned or transferred (unless extent that in such assigning or transferring Transfer Certificate the Bank has in respect of the rights and benefits party thereto seeks to be assigned or transfer its rights, benefits and obligations to be transferred previously complied with a request made pursuant to Clause 21 (Mitigation); and (b) in relation to the Tranche B Facility: (i) hereunder, such Bank shall comply with any transfer or substitution requirements applicable to a Performance Bond; (ii) no and the other parties hereto at such assignment or transfer may be made without the consent of the Beneficiary; and (iii) such assignment or transfer will be a pro rata assignment or transfer of each Performance Bond issued by such Tranche B Bank and will be in a minimum amount of EUR3,000,000, and no Obligor time shall be obliged released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to pay any amount hereunder which it would not have been obliged to pay as a result of any assignment or transfer by any Bank which does not comply with the requirements of in this Clause 38.3.31.3 as "DISCHARGED RIGHTS AND OBLIGATIONS");