Common use of Conditions of assignment or transfer Clause in Contracts

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) Except where such assignment or transfer is from a Lender to an Affiliate, another Lender or a Related Fund, the minimum amount of any assignment or transfer undertaken pursuant to this Clause 30 must be greater than or equal to the Base Currency Amount of US$5,000,000 with respect to Revolving Facility A and €5,000,000 with respect to Revolving Facility B. (b) The consent of the Borrowers Parent shall be required for a any assignment or transfer by an Existing Lender of any of its such Existing Lender’s rights or obligations under the Finance Documents in respect of its Available Commitment this Agreement, unless the transfer is or assignment is: (i) to another Lender or an Affiliate of a Lender.; or (bii) The following an Event of Default which is continuing. Where the consent of the Borrowers to a transfer must Parent is required it shall not be unreasonably withheld or delayed. The Borrowers will , and shall be deemed to have been given their consent 5 if no response has been received from the Parent within five (5) Business Days after of the Existing Lender has requested it unless consent is expressly refused by date of the Borrowers within that timerequest for its consent. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was had been an Original Lender; (ii) the recordation of such assignment on the Register; and (iiiii) notification that such assignment is effective the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedLender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 19 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 20.1 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in relation to Clause 19.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii)(B) of Clause 19.2 (Tax gross-up) if the Obligor making the payment has not made a Borrower DTTP Filing in respect of that Treaty Lender. (e) Any Lender may, without the consent of any Obligor, at any time sub-participate or sub-contract any of its rights or obligations under the Finance Documents. (f) By becoming party to this Agreement each Obligor expressly grants its consent to any assignment or transfer of the rights and obligations from an Existing Lender to a New Lender for the purposes of article 1407 of the Italian Civil Code. (g) Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Overall Facility A Commitment is not less than: (i) its US Dollar Swingline Commitment; or (ii) if it does not have a US Dollar Swingline Commitment, the US Dollar Swingline Commitment of a Lender which is its Affiliate.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower required for a transfer under paragraph (a) of Clause 21.1 (Assignments and Transfers by the Lender) to an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender assignment or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (cb) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Initial Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (dc) A transfer will only be effective if the procedure set out in Clause 24.5 21.4 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or a Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costscosts), then the New Lender or a Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or a Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required (subject to the provisions of Clause 28.1 (Assignments and transfers by the Lenders)) for a an assignment or transfer (other than an ECA Transfer) by an Existing Lender unless (i) there is an Event of any of its obligations under Default or (ii) the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or an Affiliate of a Lender or a vehicle (including trusts or funds) whose majority shares or notes are held by a Lender or an Affiliate of a Lender, provided that in each case the Agent shall notify the Borrower of any assignment or transfer under this Agreement. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers that Borrower within that time. (c) Except where an assignment or transfer is an ECA Transfer, the assignment or transfer must be with respect to a minimum Commitment of twenty million Dollars ($20,000,000) or, if less, the Existing Lender's full Commitment. (d) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was had been an Original LenderLender (other than where such assignment constitutes an ECA Transfer) (without prejudice to paragraph (e) of Clause 28.6 (Procedure for assignment)); and (ii) notification that such assignment is effective performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (other than where such assignment constitutes an ECA Transfer), the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (e) Subject to paragraph (d) A of Clause 28.5 (Procedure for transfer), a transfer will only be effective if the procedure set out in Clause 24.5 28.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) 18.2.1 The consent of the Borrowers shall be Agent, the Lower Saxony Guarantee Agent and the Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. (b) . The consent said consents of the Borrowers to a transfer must Agent and the Borrower may not be unreasonably withheld or delayeddelayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. The Borrowers will be deemed Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Borrowers within that timeSecurity Documents to the German State of Lower Saxony or its nominee. (c) 18.2.2 An assignment will only be effective on: (ia) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Finance Parties Lenders as it would have been under if it was an Original Lender; and (iib) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) 18.2.3 A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) 18.5 is complied with. (e) 18.2.4 If: (ia) a Lender assigns or transfers any of its rights or obligations under the Finance Security Documents and the Lower Saxony Guarantees or changes its Facility OfficeLending Branch; and (iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office Lending Branch under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs)7, then the New Lender or Lender acting through its new Facility Office Lending Branch is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office Lending Branch would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) 18.2.1 The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. (b) 18.2.2 The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. . 18.2.3 The Borrowers will assignment or transfer must be deemed with respect to have given their consent 5 Business Days after a minimum Commitment of [**] or, if less, the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that timeLender’s full Commitment. (c) 18.2.4 An assignment will only be effective on: (ia) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (iib) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) 18.2.5 A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) 18.5 is complied with. (e) 18.2.6 If: (ia) a Lender assigns or transfers any of its rights or obligations under the Finance Security Documents or changes its Facility Office; and (iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs)8, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers An assignment shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will effective only be effective on: (i) receipt by the Relevant Facility Agent and the Intercreditor Agent (whether in the relevant Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Relevant Facility Agent and the Intercreditor Agent) that the New Lender will shall assume the same obligations to the other Finance Secured Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Relevant Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable Legal Requirements in relation to such assignment to a New Lender. The , the completion of which the Relevant Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (db) A transfer will only shall be effective only if the Lenders comply with the procedure set out in Clause 24.5 (Procedure for transfer) is complied with30.5. (ec) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) 10 or Clause 13 (Increased Costs)11, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses only to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This Clause 30.2 shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Term Loan Facility. (d) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Relevant Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. (e) Each New Lender shall execute an Accession Deed substantially in the form set out in Part A of Schedule 28 as a pre-condition to its accession to the relevant Finance Documents.

Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers shall be is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a LenderLender or an Event of Default has occurred and is continuing. (b) The consent of the Agent and the Borrowers to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Each Borrower will be deemed to have given their its consent 5 five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers relevant Borrower within that time. (c) An Unless the Borrowers and the relevant Lender otherwise agree, each assignment will only be effective on: (i) receipt or transfer by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and shall be in an amount equal to no less than USD 20,000,000, or, if lower, the New Lender, provided that entire participation of the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that relevant Lender under each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfiedFacilities. (d) A An assignment or transfer will only be effective if the procedure set out in Clause 24.5 25.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities. (f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original a Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (db) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (ec) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (c) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (d) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the transfer assignment is to another Lender or an Affiliate of a LenderLender or an Event of Default has occurred and is continuing. (b) The consent of the Borrowers Borrower to a transfer an assignment must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 ten Business Days after the Borrower has received the Existing Lender Lender’s request unless such request has requested it unless consent is expressly been refused by the Borrowers Borrower within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Existing Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 22.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 10 (Tax gross-up and indemnities) or Clause 13 11 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (dc) A transfer will only be effective if the procedure set out in Clause 24.5 21.5 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Company would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The An Existing Lender must obtain the prior written consent of the Borrowers shall be required for a Company before it may make an assignment or transfer in accordance with Clause 27.1 (Assignments and transfers by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless Lenders) if the assignment or transfer is to another Lender or a person listed in Schedule 15 (Restricted Transferees), unless an Affiliate Event of a LenderDefault is continuing (in which case, such consent will not be required. (b) The consent An assignment or transfer of part of a Lender's participation must be in an amount such that the Borrowers amount of that Lender's remaining participation (when aggregated with its Affiliates' and Related Funds' participation) in respect of Commitments or such assignment or transfer is made pursuant to the Mezzanine Purchase Option Letter or Utilisations made under the Term Facility is in a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that timeminimum amount of US$1,000,000. (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective the performance by the Agent, and as may be required for the Security Agent to the Existing Lender and the New LenderSecondary Security Agent, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer (each after the date of close of primary syndication of the Facilities) or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (d) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities. (e) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. (f) Any New Lender must prior to or at the same time as it becomes party to this Agreement, become party to the Mezzanine Purchase Option Letter by signing and delivering to the Agent an accession deed to the Mezzanine Purchase Option Deed.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Agent and the Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a LenderLender or an Event of Default has occurred and is continuing. (b) The consent of the Borrowers Agent and the Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) An Unless the Borrower and the relevant Lender otherwise agree, each assignment will only be effective on: (i) receipt or transfer by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and shall be in an amount equal to no less than USD 20,000,000, or, if lower, the New Lender, provided that entire participation of the Agent shall not give such notification unless relevant Lender under the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfiedTerm Loan Facility. (d) A An assignment or transfer will only be effective if the procedure set out in Clause 24.5 26.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Term Loan Facility. (f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a An assignment or transfer by an Existing a Lender of any which is also a Swingline Lender of: (i) its Swingline Commitment shall only be made if there is a simultaneous assignment or transfer of its obligations under the Finance Documents Commitment in respect an equal amount; or (ii) part of its Available Commitment unless the shall only be effective if after such assignment or transfer is to another Lender or an Affiliate of a such Lender's Swingline Commitment does not exceed its Commitment. (b) The consent of the Borrowers Company is required for an assignment or transfer by a Lender, unless: (i) an Event of Default under Clause 22.2 (Non-Payment) or Clauses 22.6 (Insolvency) to 22.10 (Analogous Proceedings) has occurred and is continuing; or (ii) the New Lender is: (A) another Lender; or (B) an Affiliate of a Lender and a Verifiable PMP. (c) The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (cd) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (e) An assignment will only be effective on: (i) on receipt by the Facility Agent and the Company of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the Obligors as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (df) A transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 24.5 23.5 (Procedure for transfer) is complied with.). Back to Contents (eg) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnitiesup) or Clause 13 14 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (h) For so long as it is a requirement of Dutch law that each Lender is a PMP any proposed New Lender shall provide the Dutch Borrowers, through the Facility Agent, with information in respect of itself with a view to enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days prior to the proposed Transfer Date in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder.

Conditions of assignment or transfer. (a) The consent An assignment of transfer may only be made after consultation with the Borrowers Company, provided that no consultation shall be required for a if the assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is is: (i) to another Lender or an Affiliate of a Lender; or (ii) an Event of Default has occurred which is continuing. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (iii) performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (dc) A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 24.5 25.6 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax grossGross-up and indemnitiesIndemnities) or Clause 13 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The Subject to Clause 24.1, no consent of the Borrowers Borrower shall be required for a transfer by an when the Existing Lender of any transfer all or part of its obligations obligation under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a LenderDocuments. (b) The consent Existing Lender will give the Borrower at least three (3) days written notice prior to completion of the Borrowers assignment or transfer, provided that failure to a transfer must provide such notice shall not be unreasonably withheld affect the validity and effectiveness of such assignment or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that timetransfer. (c) An assignment will only be effective on: (i) only on receipt by the Agent Existing Lender of written confirmation from the New Lender (in form and substance satisfactory to the AgentExisting Lender) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (d) A transfer will only be effective only if the procedure procedures set out in Clause 24.5 24.4 (Procedure for transferTransfer) is are complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax grossGross-up Up and indemnitiesIndemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent An assignment or transfer shall be notified to the Obligors’ Agent no later than five (5) Business Days prior to the date of the Borrowers such assignment or transfer. (b) No such notification as prescribed in paragraph (a) above shall be required for a transfer by an Existing Lender of in relation to any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is assignment or transfer: (i) to OeKB; (ii) to another Lender or an Affiliate of a Lender.; or (biii) The consent at a time when an Event of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent Default is expressly refused by the Borrowers within that timecontinuing. (c) An assignment or transfer by a Lender of its Commitments under the Facility may be in whole or in part, but if in part shall be in minimum amounts of Euro 5,000,000. (d) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; (ii) receipt by the Agent of written confirmation from OeKB (in form and substance satisfactory to the Agent) that ▇▇▇▇ agrees to the New Lender becoming a Lender; (iii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (iiiv) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Intercredtior Agreement and if the procedure set out in Clause 24.5 23.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing a Lender of any of its obligations under unless: (i) the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or an Affiliate of a Lender; (ii) the assignation or transfer is made as part of the syndication of the Facility on or prior to the Syndication Date but the Mandated Lead Arrangers will consult with the Borrower prior to commencement of syndication, as to the identity of the proposed Lenders; (iii) an Event of Default is continuing; or (iv) the short term credit rating of the New Lender is at least A1 or P1, the Agent shall notify the Borrower of such assignment or transfer within 3 Business Days of being notified of such assignment or transfer by the relevant Existing Lender. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after it receives notification that the Existing Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender has become entitled to the same rights and will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 22.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (f) Paragraph (e) above and Clause 22.3 (Assignment or transfer fee) shall not apply to any assignment or transfer referred to in paragraph (a)(ii) above.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for an assignment or a transfer by an Existing a Lender of any of its obligations under unless: (i) the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or to an Affiliate of a Lender, in each case, other than a Non-Bank; or (ii) the assignment or transfer is made as part of the syndication of the Facility on or before the Syndication Date (but the Mandated Lead Arrangers shall consult with the Company, prior to commencement of that syndication, as to the identity of the proposed Lenders); or (iii) if to a Bank, an Event of Default is continuing and, if to a Non-Bank, a notice has been given by the Facility Agent under Clause 23.15 (Acceleration) and the Majority Lenders consent to the assignment or transfer. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Except in the case of an assignment or transfer to a Non-Bank, the Company will be deemed to have given their its consent 5 five Business Days after receipt of a request from the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original LenderLender and shall not be effective if the purported New Lender is a Non-Bank which the Company has not consented to in accordance with this Clause 24.2; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "know your customer" and or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall will promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (ef) IfSubject to paragraph (g) below, if: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Paragraph (f) above and Clause 24.3 (Assignment or transfer fee) shall not apply to any assignment or transfer referred to in paragraph (a) (ii) above.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a transfer an assignment by an Existing Lender of any of its obligations under in accordance with Clause 26.1 (Assignments by the Finance Documents in respect of its Available Commitment Lenders), unless (i) the transfer assignment is to another Lender or an Affiliate of a Lender, or (ii) an Event of Default has occurred and is continuing, in which case the Facility Agent shall notify the Borrower promptly following any such assignment or transfer. (b) The consent of the Borrowers Borrower to a transfer must an assignment by an Existing Lender shall not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that timewithheld. (c) An assignment will only be effective on: (i) receipt by the Facility Agent of written confirmation from an Assignment Agreement executed by the Existing Lender and New Lender (in form and substance satisfactory to the Agent) confirming that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was were an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 11 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 12 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (e) Each New Lender, by executing the relevant Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Secured Parties as it would have been under if it was were an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (db) Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing L▇▇▇▇▇'s title and of any rights or equities which the Borrowers or any other Transaction Obligor had against the Existing Lender. (c) A transfer will only be effective if the procedure set out in Clause 24.5 29.4 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an a Transaction Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up Gross Up and indemnitiesIndemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (d) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (e) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be HWDC is required for a an assignment or transfer by an Existing Lender of any of its obligations under Lender, unless (i) the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or an Affiliate of a Lender, or (ii) an Event of Default is continuing. (b) The If required, the consent of the Borrowers HWDC to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers HWDC will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers HWDC within that time. (c) The consent of HWDC to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility OfficeDocuments; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is (i) prior to the Syndication Date, provided the New Lender is on the list of potential syndicate members agreed by the Company and the Agent, (ii) to another Existing Lender or an Affiliate of a LenderExisting Lender or (iii) made while an Event of Default is continuing. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) The consent of the Issuing Bank to an assignment or transfer is required in accordance with paragraph (a) of Clause 7.2 (Assignments and transfers). (e) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (df) A transfer will only be effective if the procedure set out in Clause 24.5 34.5 (Procedure for transfer) is complied with. (eg) Any assignment or transfer by an Existing Lender to a New Lender shall only be effective if it transfers or assigns the Existing Lender’s share of each Facility pro rata. (h) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 23 (Tax gross-up and indemnities) or Clause 13 24 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be is required for a an assignment or transfer by an Existing Lender of any of its obligations under pursuant to Clause 26.1 (Assignments and transfers by the Finance Documents in respect of its Available Commitment Lenders), unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; (ii) to a fund which is a Related Fund of that Lender or an Affiliate of that Lender; or (iii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Each Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender lender has requested it unless consent is expressly refused by the Borrowers that Borrower within that time. (c) An assignment will only be effective on: (i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Secured Parties as it would have been under if it was had been an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) Each Borrower on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities which a Borrower or any other Transaction Obligor had against the Existing Lender. (e) A transfer will only be effective if the procedure set out in Clause 24.5 26.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an a Transaction Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up Gross Up and indemnitiesIndemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (f) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment a Lender, unless the transfer assignment is to another Lender or an Affiliate of a LenderLender or an Event of Default is continuing or such assignment or transfer is made after the Final Acceptance Date to an Approved Transferee and the relevant Existing Lender has notified the Borrower of the proposed assignment or transfer and New Lender at least five (5) Business Days prior to, and consulted with the Borrower on, the proposed assignment or transfer. The Facility Agent will immediately advise the Borrower and the Agents of the assignment or transfer. (b) The Borrower’s consent of the Borrowers to a an assignment or transfer must may not be unreasonably withheld or delayed. The Borrowers delayed and will be deemed to have been given their consent 5 ten (10) Business Days after the Existing Lender has requested it delivered its request for consent to the Borrower unless consent is expressly refused by the Borrowers within that time. (c) K-sure’s consent is required for an assignment or transfer by a Lender in respect of any part of the K-sure Facility. (d) The consent of the Issuing Bank is required for an assignment or transfer by an LC Lender unless the assignment is to another Lender or an Affiliate of a Lender or to another bank or financial institutional with an Approved Credit Rating. (e) An Existing Lender shall provide the Borrower with at least two (2) Business Days’ prior written notice prior to an assignment will only be effective onor transfer in accordance with clause 33.1, unless the assignment or transfer is: (i) by a K-sure Lender to K-sure; or (ii) to another Lender or an Affiliate of a Lender; and/or (iii) made at a time when an Event of Default is continuing. (f) An assignment or transfer will only be effective: (i) in the case of an assignment, on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by Lender or, in the Agent to the Existing Lender and the New Lendercase of a transfer, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (d) A transfer will only be effective if the procedure set out in Clause 24.5 clause 33.5 (Procedure for transfer) is complied with; (ii) on the New Lender entering into any documentation required for it to accede as a party to the Intercreditor Deed and any Security Document to which the Original Lender is a party in its capacity as a Lender; (iii) on the Facility Agent (or, if appropriate, the Existing Lender) obtaining all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment or transfer to a New Lender, the completion of which the Facility Agent (or, if appropriate, the Existing Lender) shall promptly notify to the Existing Lender (or, as appropriate, the Facility Agent) and the New Lender; (iv) if, other than on an Approved Refinancing, that Existing Lender assigns or transfers equal fractions of its Commitment and participation in the Utilisations (if any) under the Facilities; (v) other than where a Finance Party has granted security pursuant to clause 33.1(b), if the New Lender enters into a non-disclosure agreement with the Existing Lender on similar terms to that which the Borrower previously entered into with the Existing Lender; and (vi) if at the time when an assignment or transfer takes effect more than one Utilisation is outstanding, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facilities shall take effect in respect of the same fraction of each such Utilisation. (eg) If: : (i) a Lender or Hedging Bank assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office or new Hedging Bank under Clause 12 clause 14 (Tax gross-up and indemnities) or Clause 13 clause 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office or new Hedging Bank is only entitled to receive payment under those Clauses clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office or Hedging Bank would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 24.2.1 An Existing Lender must consult with the Borrowers for no less than 30 days but no more than 40 days before it may make an assignment or transfer in accordance with Clause 24.1 (Assignments and transfers by the Lenders) unless the assignment or transfer is: (a) The consent of the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender.; (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after if the Existing Lender has requested it unless consent is expressly refused by a fund, to a fund which is a Related Fund of the Borrowers within that time.Existing Lender; or (c) made at a time when an Event of Default is continuing. 24.2.2 An assignment will only be effective on: (ia) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (iib) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) 24.2.3 A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) 24.2.4 If: (ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a transfer by an An Existing Lender of any of its obligations under shall give to the Finance Documents in respect of its Available Commitment Obligors no less than 15 days' notice prior to effecting an assignment or transfer unless the assignment or transfer is to another Lender or made at a time when an Affiliate Event of a LenderDefault has occurred and is continuing. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Secured Parties as it would have been under if it was were an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (c) Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's title and of any rights or equities which any Borrower or any other Transaction Obligor had against the Existing Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 ‎27.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an a Transaction Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ‎11 (Tax gross-up Gross Up and indemnitiesIndemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 ‎12 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph ‎(e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (f) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (db) A transfer will only be effective if the procedure set out in Clause 24.5 27.5 (Procedure for transfer) is complied with. (ec) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrowers would be obliged to make a payment to the New Lender or Commercial Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (c) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities. (d) Each New Lender, by executing the relevant Transfer Certificate or otherwise, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the #4666581/6 67 (104) requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower and the Majority Lenders is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender.; or (bii) made at a time when an Event of Default is continuing. The consent of the Borrowers to a transfer Borrower (if required) must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested Borrower is given notice of the request unless it unless consent is expressly refused by the Borrowers Borrower within that time. (b) The minimum amount of any assignment or transfer made pursuant to this Agreement shall be $5,000,000, unless the Borrower otherwise consents in writing. (c) Any assignment or transfer is subject to the COFACE Agent confirming that the approval of COFACE to the intended transfer has been obtained or is not required. (d) An assignment will only be effective on: (i) receipt by the COFACE Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the COFACE Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective the performance by the COFACE Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the COFACE Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 25.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up Gross Up and indemnitiesIndemnities) or and Clause 13 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the COFACE Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers Borrower shall be required for a in respect of any assignment or transfer by an Existing Lender of any of its obligations under pursuant to Clause 25.1 (Assignments and transfers by the Finance Documents in respect of its Available Commitment Lenders) unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; or (ii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers An assignment by an Existing Lender to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing New Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective oneffective: (i) on receipt by the Facility Agent (whether in the applicable Assignment Agreement or otherwise) of written confirmation from the such New Lender (in form and substance satisfactory to the Facility Agent) that the such New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and; (ii) notification that on such assignment is effective by New Lender entering into the Agent documentation required for it to accede as a “Senior Lender” (as defined in the Intercreditor Agreement) to the Existing Lender Intercreditor Agreement; (iii) on the completion by each of the Facility Agent and the New Lender, provided that the Security Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a such New Lender. The , the completion of which the Facility Agent or, as the case may be, the Security Agent shall promptly notify to such Existing Lender and such New Lender; and (iv) (where the Agent upon its being so satisfiedconsent of the Borrower is required under paragraph (a) above in respect of such assignment) if the Borrower has given such consent for such assignment. (dc) A transfer by an Existing Lender to a New Lender will only be effective if such New Lender enters into the documentation required for it to accede as a “Senior Lender” (as defined in the Intercreditor Agreement) to the Intercreditor Agreement and if the procedure set out in Clause 24.5 25.5 (Procedure for transfer) is complied withwith in respect of such transfer and, where the consent of the Borrower is required under paragraph (a) above in respect of such transfer, if the Borrower has given such consent for such transfer. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the on which such assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender (to which such Lender assigns or transfers such rights or obligations) or such Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costscosts), then the entitlement of such New Lender or or, as the case may be, such Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause by reference to such circumstances existing at the date on which such assignment, transfer or change occurs (or a continuation of such circumstances) shall be limited to the same extent as the Existing entitlement of such first-mentioned Lender or such first-mentioned Lender acting through its previous Facility Office would have been if the had such assignment, transfer or change had not occurred. (e) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that each of the Facility Agent and the Security Agent has authority to execute on its behalf any amendment or waiver relating to any Finance Document that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement or requisite party or parties in accordance with the Intercreditor Agreement on or prior to the date on which the applicable transfer or assignment from the applicable Existing Lender to such New Lender becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as such Existing Lender would have been had it remained a Lender. (f) An Existing Lender shall, simultaneously with the assignment or transfer by it of rights and/or obligations under this Agreement to a New Lender, assign to that New Lender a proportionate share of the rights held by it (in its capacity as Lender) under or in connection with the other Finance Documents. (g) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under any Finance Document.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall Borrower (not to be unreasonably withheld or delayed) is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender, or is made at a time when an Event of Default has occurred and has not been waived. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) An assignment will only be effective oneffective: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 26.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office, at a time when no Event of Default is continuing; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costscosts), then then, notwithstanding anything to the contrary contained in any Finance Document, the Borrower shall not be required to increase any amounts payable to a New Lender (in the case of an assignment or a transfer) or Lender (in the case of a change in Facility Office) pursuant to those Clauses except to the extent the Lender making such assignment or transfer or change in Facility Office was entitled, at the time of such assignment or transfer or change in Facility Office, to receive additional amounts from the Borrower with respect to such Clauses. (f) An assignment or transfer of part (but not all) of a Lender's Commitment and Loans must (unless such transfer or assignment is to an Existing Lender or is made at a time when an Event of Default has occurred and is continuing) be in a minimum aggregate amount of $10,000,000. (g) Without prejudice to paragraph (f) above, the amount transferred to a New Lender in relation to a Loan or a Commitment shall be at least the dollar equivalent of EUR100,000 or, if it is less, the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses shall confirm in writing to the same extent Borrower that it is a PMP. (h) The Borrower hereby designates the Agent to serve as the Existing Borrower’s agent, solely for the purpose of this paragraph (h), to maintain a register (the "Register") on which the Agent will record each Lender’s Commitment, the Loans made by each Lender and each repayment in respect of the principal amount of the Loans of each Lender and annexed to which the Agent shall retain a copy of each Transfer Certificate delivered to the Agent pursuant to this Clause 26 (Changes to the Lenders). Failure to make any recordation, or any error in such recordation, shall not affect the Borrower’s obligations in respect of such Loans. The entries in the Register shall be conclusive (provided, however, that any failure to make any recordation or any error in such recordation shall be corrected by the Agent upon notice or discovery thereof), and the Borrower, the Agent and the Lenders shall treat each Person in whose name a Loan is registered as the Lender acting through its previous Facility Office would thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. A ▇▇▇▇▇▇’s Commitment and the Loans made pursuant thereto may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a ▇▇▇▇▇▇’s Commitment or the Loans made pursuant thereto shall be registered in the Register only upon delivery to the Agent of a Transfer Certificate duly executed by the assignor thereof. No assignment or transfer of a ▇▇▇▇▇▇’s Commitment or the Loans made pursuant thereto shall be effective unless such assignment or transfer shall have been if recorded in the assignmentRegister by the Agent, transfer or change had not occurredacting promptly, as provided in this paragraph (h). The Agent shall supply a copy of the Register to the Borrower upon request. It is intended that the procedures described in this paragraph (h) will cause the Loans to be treated as being in "registered form" within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code of 1986, as amended.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a transfer by an An Existing Lender of any of its obligations under must consult with the Finance Documents Company for not less than 5 Business Days before it may make an assignment or transfer in respect of its Available Commitment accordance with clause 28.1 unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or (iii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original LenderLender at that time; and (ii) notification that such assignment is effective the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (ec) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 clause 18 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (d) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lenders would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Guarantor is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a LenderLender or unless an Event of Default has occurred and is continuing. (b) The consent of the Borrowers Guarantor to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Guarantor will be deemed to have given their its consent 5 ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Guarantor within that time. (c) The prior written consents of CESCE and ICO are required for an assignment or transfer by an Existing Lender. (d) Any partial assignments (other than to another Lender or to an Affiliate of a Lender), must be for a minimum amount of five million Dollars (USD 5,000,000) unless otherwise agreed by the Borrower and the Facility Agent. (e) An assignment will only be effective on: (i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (df) A transfer will only be effective if the procedure set out in Clause 24.5 27.5 (Procedure for transferTransfer) is complied with. (eg) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or a Lender acting through its new Facility Office under Clause 12 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (h) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (aA) The consent of the Borrowers shall be Transferor is required for a an assignment or transfer by an Existing Senior Lender (unless such assignment or transfer is made at a time when a Senior Facility Event of any of its obligations under Default has occurred) if the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another an entity specified on the Excluded Lender or an Affiliate of a LenderList. (bB) The consent of the Borrowers Subject to paragraph (D) below, a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i1) receipt by the Borrower and the Senior Agent of a copy of a duly completed Transfer Certificate or Assignment Agreement pursuant to which the New Senior Lender will become a Senior Lender under the Senior Facility Agreement; (2) in the case of an assignment, receipt by the Senior Agent of written confirmation from the New Senior Lender (in form and substance satisfactory to the Senior Agent) that the New Senior Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Senior Lender; and (ii3) notification that such assignment is effective performance by the Senior Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed Security Trustee of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment or transfer to a New Senior Lender. The , the completion of which the Senior Agent shall promptly notify to the Agent upon its being so satisfiedExisting Senior Lender and the New Senior Lender. (dC) An assignment or transfer of part of a Senior Lender's participation must be in a minimum amount of £1,000,000. (D) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (eE) If: (i1) a Senior Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility OfficeTransaction Documents; and (ii2) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Senior Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnitiesTax) or Clause 13 14 (Increased Costs), then the New Senior Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Senior Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (F) Each New Senior Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Senior Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Senior Lender or Senior Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Senior Lender would have been had it remained a Senior Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower and the Majority Lenders is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender.; or (bii) made at a time when an Event of Default is continuing. The consent of the Borrowers to a transfer Borrower (if required) must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested Borrower is given notice of the request unless it unless consent is expressly refused by the Borrowers Borrower within that time. (b) The minimum amount of any assignment or transfer made pursuant to this Agreement shall be $5,000,000, unless the Borrower otherwise consents in writing. (c) Any assignment or transfer is subject to the COFACE Agent confirming that the approval of COFACE to the intended transfer has been obtained or is not required. (d) An assignment will only be effective on: (i) receipt by the COFACE Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the COFACE Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective the performance by the COFACE Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the COFACE Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 25.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up Gross Up and indemnitiesIndemnities) or and Clause 13 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the COFACE Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is (i) prior to the Syndication Date, provided the New Lender is on the list of potential syndicate members agreed by the Company and the Agent, (ii) to another Existing Lender or an Affiliate of a LenderExisting Lender or (iii) made while an Event of Default is continuing. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) The consent of the Issuing Bank to an assignment or transfer is required in accordance with paragraph (a) of Clause 7.2 (Assignments and transfers). (e) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (df) A transfer will only be effective if the procedure set out in Clause 24.5 27.5 (Procedure for transfer) is complied with. (eg) Any assignment or transfer by an Existing Lender to a New Lender shall only be effective if it transfers or assigns the Existing Lender’s share of each Facility pro rata. (h) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be is not required for a an assignment or transfer by an Existing Lender of any of its obligations under if the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or made at a time when an Affiliate Event of a LenderDefault is continuing. (b) The consent of the Borrowers to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) The consent of the Borrowers to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Secured Parties as it would have been under if it was were an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 27.6 (Procedure for transfer) is complied with. (ef) IfSubject to Clause 27.1(b), if: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility OfficeOffice or effects a securitisation under Clause 27.1(c); and (ii) as a result of circumstances existing at the date the assignment, transfer transfer, securitisation or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (f) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Secured Parties as it would have been under if it was were an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (db) Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities which the Borrowers or any other Transaction Obligor had against the Existing Lender. (c) A transfer will only be effective if the procedure set out in Clause 24.5 27.5 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an a Transaction Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 11 (Tax gross-up Gross Up and indemnitiesIndemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 12 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (d) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (e) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent An Existing Lender must consult with the Borrowers for no more than five Business Days (during which period the Borrowers may serve notice pursuant to Clause 7.3 (Voluntary prepayment of Loan), which notice shall be irrevocable, to prepay no later than 10 Business Days of the Borrowers shall date of such notice the relevant portion of the Loan which is to be required for a transferred in accordance with and subject to the provisions of Clause 7.3(b) and Clause 7.7 (Restrictions)) before it may make an assignment or transfer in accordance with Clause 30.1 (Assignments and transfers by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lenders) unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; or (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or (iii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Secured Parties as it would have been under if it was were an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (dc) A transfer will only be effective if the procedure set out in Clause 24.5 30.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (db) A transfer will only be effective if the procedure set out in Clause 24.5 26.5 (Procedure for transfer) is complied with. (ec) If: (i) a Lender assigns assigns, transfers or transfers sub-participates any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ‎13 (Tax gross-gross up and indemnities) or Clause 13 14 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer transfer, sub-participation or change had not occurred. This paragraph (c) shall not apply in relation to Clause ‎13.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii)(B) of Clause ‎13.2 (Tax gross-up) if the Obligor making the payment has not made a Obligor DTTP Filing in respect of that Treaty Lender. (d) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The So long as no Event of Default has occurred and is continuing, the consent of the Borrowers shall be Obligor is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers Obligor to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Obligor will be deemed to have given their its consent 5 seven Business Days after the Existing Lender has requested it in writing unless consent is expressly refused by the Borrowers Obligor within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation an Assignment and Assumption from the New Lender (in form and substance satisfactory to the Agent) stating that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; (ii) receipt by the Agent of a signed copy from the New Lender of the New Lender’s Authorization Letter substantially in the form of Part B of Exhibit A hereto executed by the New Lender; (iii) issuance by the Agent of an amendment to each outstanding Letter of Credit replacing the Existing Lender with the New Lender and acceptance thereof by each Beneficiary; and (iiiv) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Fundamental Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax grosssub-up and indemnities) clause 2.9.2 or Clause 13 2.6 (Increased Regulatory Requirements; Additional Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; (ii) to another first class international bank or financial institution, insurer, social security fund, pension fund, capital investment company, financial intermediary or special purpose vehicle associated to any of them (excluding, for the avoidance of doubt, hedge funds); (iii) a trust corporation, fund or other person which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and which is advised by or the assets of which are managed or serviced by a Lender; or (iv) made at a time when a Default is continuing. (b) The consent of the Borrowers to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Each Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers that Borrower within that time. (c) The consent of a Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to any amount payable under Clause 16.3 (Mandatory Cost). (d) An assignment will only be effective on: (i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the 134 ‌ EUROPE/73091764v9 ​ Facility Agent) that the New Lender will assume the same obligations to the other Finance Secured Parties as it would have been under if it was were an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 32.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment, transfer or sub-participation by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment, transfer is or sub-participation is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender disposing of its interest by sub-participation in any commitments or undertakings retains (x) all of the voting rights with respect to such commitments or undertakings and (y) more than two thirds of the economic interest in the commitments or undertakings; or (iii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that timetime in accordance with this paragraph (b). (c) Unless the Company and the relevant Existing Lender otherwise agree in respect of transfers between Existing Lenders and their Affiliates a transfer of part of a Commitment or Commitments by the Existing Lender must be of a minimum amount of $1,000,000, provided that if the Existing Lender retains any Commitment or Commitments it is (or they are) of a minimum amount of $1,000,000 in aggregate across the Facility. (d) In determining whether the requirements of paragraph (c) above as to the minimum amount in respect of the Facility to be retained by an Existing Lender are satisfied, the amount of any Commitment or Commitments of any Affiliate of the relevant Existing Lender to be retained shall be aggregated with the Commitment or Commitments of the Existing Lender to be transferred and/or retained (as the case may be). (e) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (iiiii) notification that such assignment is effective the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (df) A transfer will only be effective if on: (i) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (ii) procedure set out in Clause 24.5 31.5 (Procedure for transfer) is being complied with. (eg) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 20 (Tax gross-up and indemnities) or Clause 13 21 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (g) shall not apply in relation to Clause 20.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii)(B) of Clause 20.2 (Tax gross-up) if the Obligor making the payment has not made a Borrower DTTP Filing in respect of that Treaty Lender. (h) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The written consent of the Borrowers Borrower (which shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the ) is required for an assignment or transfer by an Existing Lender has requested it Lender, unless consent a Default is expressly refused by the Borrowers within that timecontinuing. (cb) An assignment will only be effective on: (i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (dc) A transfer will only be effective if the procedure set out in Clause 24.5 23.5 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for an assignment or a transfer by an Existing a Lender of any of its obligations under unless: (i) the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or to an Affiliate of a Lender, in each case, other than a Non-Bank; or (ii) the assignment or transfer is made as part of the syndication of the Facility on or before the Syndication Date (but the Mandated Lead Arrangers shall consult with the Company, prior to commencement of that syndication, as to the identity of the proposed Lenders); or (iii) if to a Bank, an Event of Default is continuing and, if to a Non-Bank, a notice has been given by the Facility Agent under Clause 24.15 (Acceleration) and the Majority Lenders consent to the assignment or transfer. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Except in the case of an assignment or transfer to a Non-Bank, the Company will be deemed to have given their its consent 5 five Business Days after receipt of a request from the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original LenderLender and shall not be effective if the purported New Lender is a Non-Bank which the Company has not consented to in accordance with this Clause 25.2; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "know your customer" and or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall will promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 25.5 (Procedure for transfer) is complied with. (ef) IfSubject to paragraph (g) below, if: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Paragraph (f) above and Clause 25.3 (Assignment or transfer fee) shall not apply to any assignment or transfer referred to in paragraph (a) (ii) above.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for an assignment or a transfer by an Existing a Lender of any of its obligations under unless: (i) the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or to an Affiliate of a Lender, in each case, other than a Non-Bank; or (ii) the assignment or transfer is made as part of the syndication of the Facility on or before the Syndication Date (but the Mandated Lead Arrangers shall consult with the Company, prior to commencement of that syndication, as to the identity of the proposed Lenders); or (iii) if to a Bank, an Event of Default is continuing and, if to a Non-Bank, a notice has been given by the Facility Agent under Clause 23.15 (Acceleration) and the Majority Lenders consent to the assignment or transfer. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Except in the case of an assignment or transfer to a Non-Bank, the Company will be deemed to have given their its consent 5 five Business Days after receipt of a request from the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original LenderLender and shall not be effective if the purported New Lender is a Non-Bank which the Company has not consented to in accordance with this Clause 24.2; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "know your customer" and or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall will promptly notify to the Agent upon its being so satisfied.Existing Lender and the New Lender. LD857960/50 (de) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (ef) IfSubject to paragraph (g) below, if: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Paragraph (f) above and Clause 24.3 (Assignment or transfer fee) shall not apply to any assignment or transfer referred to in paragraph (a) (ii) above.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; (ii) to an Affiliate of a Related Fund of the Lender; (iii) to an Affiliate of a Related Fund of an Affiliate of the Lender; (iv) to a Related Fund of the Lender; (v) to a Related Fund of an Affiliate of the Lender; (vi) made at a time when an Event of Default is continuing; or (vii) to a securitisation or funding vehicle where the Lender remains lender of record and retains voting rights. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayeddelayed or subject to unreasonable conditions. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender L▇▇▇▇▇ has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) An A Lender shall not transfer a Loan Note or assign or transfer rights to a person whom the officers of the relevant Existing Lender involved on a day to day basis in the administration of the Facility know to be an Offshore Associate of the Borrower. (d) Other than an assignment where the Lender remains lender of record, an assignment will only be effective oneffective: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Beneficiaries as it would have been under if it was an Original Lender; andLoan Note Subscription Agreement | DLA Piper | 108 (ii) notification that such assignment is effective on performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iii) on receipt by the Agent upon its being so satisfiedof confirmation from the Security Trustee that the Security Trustee has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (de) A transfer will only be effective effective: (i) if the procedure set out in Clause 24.5 clause 26.5 (Procedure for transfer) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such transfer to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New "ender; and (iii) on receipt by the Agent of confirmation from the Security Trustee that the Security Trustee has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such transfer to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause clause 12 (Tax grossGross-up Up and indemnitiesIndemnities) or Clause clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This clause 26.2(f) shall not apply: (iii) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility; or (iv) where the payment is in relation to Australian Withholding Tax and there are at least two Lenders after the assignment, transfer or change, and the New Lender, or Lender acting through its new Facility Office, is not an Offshore Associate of the Borrower. In such instances, the New Lender, or Lender acting through its new Facility Office will be entitled to full payment under clause 12 (Tax Gross-Up and Indemnities). (g) Each New Lender, by executing the relevant Transfer Certificate, confirms that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or before the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. Loan Note Subscription Agreement | DLA Piper | 109 (h) A Lender may not assign or novate any of its rights or obligations under the Finance Documents or change its Facility Office, if the New Lender or the Lender acting through its new Facility Office would be entitled to exercise any rights under clause 7.1 (Illegality) as a result of circumstances existing as at the date the assignment, transfer or change is proposed to occur.

Conditions of assignment or transfer. (a) The consent An assignment or transfer of a Lender’s Commitments shall be notified to the Borrowers Company no later than five (5) Business Days prior to the date of such assignment or transfer. (b) No such notification as prescribed in paragraph (a) above shall be required for in relation to any assignment or transfer of a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is Lender’s Commitment: (i) to another Lender or an Affiliate of a Lender.; or (bii) The consent at a time when an Event of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent Default is expressly refused by the Borrowers within that timecontinuing. (c) An assignment or transfer by a Lender of its Commitments under the Facility may be in whole or in part, but if in part shall be in minimum Base Currency Amounts of Euro 5,000,000. (d) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; (ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (iiiii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. No such consent shall be required if an Event of Default has occurred and is continuing. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayedwithheld. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that time. Any refusal of consent by the Borrower must be accompanied by a written explanation for the reasons behind the refusal. (c) An assignment will only be effective on: (i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable Laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 clause 25.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause clause 12 (Tax gross-up and indemnities) or Clause clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers Borrower or any other Obligor is not required before an Existing Lender may make an assignment or transfer in accordance with Clause 25.1 (Assignments and transfers by the Lenders) or Participation or Voting Participation provided that, subject to paragraph (b) below, the consent of the Borrower shall be required for a transfer by before an Existing Lender may make an assignment, transfer, Participation or Voting Participation to any person on the Black List, provided further that such consent of any the Borrower shall not be required while an Event of its obligations under the Finance Documents Default is continuing unless: (i) that Event of Default relates to a Clean-Up Representation or a Clean-Up Undertaking or constitutes a Clean-Up Default in respect of its Available Commitment unless the transfer Merger and Clause 24.21 (Clean-Up period) applies; or (ii) the proposed date of assignment, transfer, Participation or Voting Participation is on or prior to another the Closing Date, and provided further that: (A) a person on the White List shall be deemed to be not on the Black List; (B) upon request by a Finance Party and with the consent of the Borrower, up to 5 persons may be added to the White List in any calendar year; and (C) the consent of the Borrower shall be required only where the Existing Lender or an Affiliate of is actually aware (where so specified on the Black List) that the proposed New Lender is a Lenderperson on the Black List. (b) The Where the consent of the Borrowers Borrower is required under paragraph (a) above by reason of proposed assignment, transfer, Participation or Voting Participation made after the Closing Date to a transfer any person on the Black List or proposed addition of persons to the White List, such consent must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender (or the relevant Finance Party) has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) Notwithstanding paragraphs (a) and (b) above, unless the proposed Participant is a person on the Black List (and, where so specified on the Black List, the Lender is actually aware that the proposed Participant is a person on the Black List), a Lender may, without the consent of or consultation with any person, at any time, enter into any Participation that is not a Voting Participation. (d) An assignment will only be effective oneffective: (i) on receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and; (ii) notification that such assignment is effective on the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; (iii) on the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender; and (iv) (where the consent of the Borrower is required under paragraph (a) above by reason of proposed assignment, transfer, Participation or Voting Participation to any person on the Black List) if the Borrower has given such consent (or, where paragraph (b) above applies, is deemed to have given such consent). (de) A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 24.5 25.5 (Procedure for transfer) is complied withwith and, where the consent of the Borrower is required under paragraph (a) above by reason of proposed assignment, transfer, Participation or Voting Participation to any person on the Black List, if the Borrower has given such consent (or, where paragraph (b) above applies, is deemed to have given such consent). (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnitiesindemnitees) or Clause 13 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (f) shall not apply in respect of an assignment or transfer made in the ordinary course of the Syndication on or prior to the Syndication Date. (g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. (h) A Lender that transfers any part of its rights and obligations under the Finance Documents directly or indirectly by way of a Participation Agreement may inform the person to whom it proposes to transfer such rights and obligations of the provisions of Clause 37.8 (Replacement of Dissenting Lenders). (i) Any reference in this Agreement to a Lender includes a New Lender and any person to whom rights have been transferred pursuant to Clause 37.8 (Replacement of Dissenting Lenders) but excludes a Lender if no amount is or may be owed to or by it under this Agreement.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower, the Off Shore Facility Agent and, in the case of an assignment or transfer by a SIT Facility Bank, the On Shore Facility Agent is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment a Bank, unless the assignment or transfer is to another Lender Bank or an Affiliate of a LenderBank or if an Event of Default has occurred and is continuing on the Transfer Date. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five (5) Business Days after the Existing Lender Borrower has requested it received the Bank's written request for such consent unless consent is expressly refused by the Borrowers Borrower within that time. (c) An assignment will only be effective on: (i) on receipt by the Agent of written confirmation from the New Lender Bank (in form and substance satisfactory to the Agent) that the New Lender Bank will assume the same obligations to the other Finance Parties as it would have been be under if it was were an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfiedBank. (d) A transfer will only be effective if the procedure set out in Clause 24.5 26.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender Bank assigns or transfers any of its rights or obligations under the Finance Documents Material Contracts or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender Bank or Lender Bank acting through its new Facility Office under Clause 12 15 (Tax gross-up and indemnities) or Clause 13 16 (Increased Costs), then the New Lender Bank or Lender Bank acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender Bank or Lender Bank acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for an assignment or a transfer by an Existing a Lender of any of its obligations under unless: (i) the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or to an Affiliate of a Lender, in each case, other than a Non-Bank; or (ii) if to a Bank, an Event of Default is continuing and, if to a Non-Bank, a notice has been given by the Facility Agent under Clause 24.16 (Acceleration) and the Majority Lenders consent to the assignment or transfer. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Except in the case of an assignment or transfer to a Non-Bank, the Company will be deemed to have given their its consent 5 five Business Days after receipt of a request from the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless be effective if the Agent purported New Lender is satisfied that it a Non-Bank which the Company has completed all "know your customer" and other similar procedures relating not consented to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfiedaccordance with this Clause 25.2. (de) A transfer will only be effective if the procedure set out in Clause 24.5 25.6 (Procedure for transfer) or, in relation to a Note, paragraph (d) of Clause 25.3 (Transfer and Transmission of Notes) is complied with. (ef) IfSubject to paragraph (g) below, if: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Paragraph (f) above and Clause 25.4 (Assignment or transfer fee) shall not apply: (i) to any assignment or transfer referred to in paragraph (a) (ii) above; or (ii) in relation to payments under Clause 14 (Tax gross-up and indemnities) in relation to Australian interest withholding tax if the Existing Lender was acting through a Facility Office in Australia or the previous Facility Office was in Australia, and the New Lender or the Lender in the new Facility Office is not an Associate of the Australian Borrower.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is is: (i) to another an Acceptable Bank; (ii) to a Lender or an Affiliate of a Lender; or (iii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and; (ii) notification that such assignment is effective the performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender; and (iii) receipt by the Facility Agent upon its being so satisfiedfrom the New Lender of a notarised power of attorney substantially in the form set out in Schedule 19 (Form of New Lender Spanish Power of Attorney) to enable the Security Agent to exercise any rights, discretions or powers or to grant any consents or releases under the Spanish Pledges. For the avoidance of doubt, all costs and expenses relating to the execution of the power of attorney in the form set out in Schedule 19 (Form of New Lender Spanish Power of Attorney) shall be borne by the entity granting such power of attorney. (de) A transfer will only be effective if the procedure set out in Clause 24.5 clause 27.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 clause 16 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (f) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility or to the extent that the payment under clause 15 (Tax Gross Up and Indemnities) relates to a FATCA Deduction. (g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The written consent of the Borrowers shall be Italian Borrower together with a notice to Luxottica U.S. Holdings Corp. is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a LenderLender provided that no such consent is required following the occurrence of any Default which is continuing. (b) The consent of the Borrowers Italian Borrower to a an assignment or transfer must not be unreasonably withheld or delayeddelayed (and withholding consent solely on the basis of an increase in Mandatory Cost shall not be considered reasonable). The Borrowers Italian Borrower will be deemed to have given their its consent 5 10 Business Days after the Existing Lender (through the Agent) has requested it unless consent is expressly refused by the Borrowers Italian Borrower (through the Agent) within that time. (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original a Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; andor (ii) designates a Designated Entity as its Facility Office instead of the Facility Office it selected on the date it became a Party for the purpose of participating in the Facility, and as a result of circumstances existing at the date the assignment, transfer or change or designation of Designated Entity occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office or the Designated Entity under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costs)costs) or incur any other cost, tax or expense of whatsoever nature including the payment of any Mandatory Cost, then the New Lender or Lender acting through its new Facility Office or Designated Entity is only entitled to receive any such payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer transfer, change or change designation of Designated Entity had not occurred. (f) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; or (ii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender ▇▇▇▇▇▇ has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) Any assignment or transfer by an Existing Lender to a New Lender will only be effective if it transfers or assigns the Existing ▇▇▇▇▇▇’s share of the relevant Facility pro rata against the Existing ▇▇▇▇▇▇’s Available Commitment and its participations in Utilisations under that Facility. (e) A transfer will only be effective if the procedure set out in Clause 24.5 clause 20.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 clause 9 (Tax gross-up and indemnities) or Clause 13 clause 10.1 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. (h) Notwithstanding any other provision in the Finance Document, no Obligor shall bear any costs, fees, Taxes or other amounts payable in connection with any re-taking, re-notarisation, perfection, presentation, novation or re-registration of any Security in connection with an assignment or transfer other than: (i) where such transfer or assignment is at an Obligor’s request; or (ii) an Event of Default has occurred and is continuing.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required (subject to the provisions of Clause 28.1 (Assignments and transfers by the Lenders)) for a an assignment or transfer (other than an ECA Transfer) by an Existing Lender unless (i) there is an Event of any of its obligations under Default or (ii) the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or an Affiliate of a Lender or a vehicle (including trusts or funds) whose majority shares or notes are held by a Lender or an Affiliate of a Lender, provided that in each case the Agent shall notify the Borrower of any assignment or transfer under this Agreement. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers that Borrower within that time. (c) Except where an assignment or transfer is an ECA Transfer, the assignment or transfer must be with respect to a minimum Commitment of twenty million Dollars ($20,000,000) or, if less, the Existing Lender's full Commitment. 138 (d) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was had been an Original LenderLender (other than where such assignment constitutes an ECA Transfer) (without prejudice to paragraph (e) of Clause 28.6 (Procedure for assignment)); and (ii) notification that such assignment is effective performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (other than where such assignment constitutes an ECA Transfer), the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (e) Subject to paragraph (d) A of Clause 28.5 (Procedure for transfer), a transfer will only be effective if the procedure set out in Clause 24.5 28.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) 18.2.1 The consent of the Borrowers shall be Agent, the Lower Saxony Guarantee Agent and the Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. (b) . The consent said consents of the Borrowers to a transfer must Agent and the Borrower may not be unreasonably withheld or delayeddelayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. The Borrowers will be deemed Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Borrowers within that timeSecurity Documents to the German State of Lower Saxony or its nominee. (c) 18.2.2 An assignment will only be effective on: (ia) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender ▇▇▇▇▇▇ will assume the same obligations to the Agent and the other Finance Parties Lenders as it would have been under if it was an Original Lender; and (iib) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) 18.2.3 A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) 18.5 is complied with. (e) 18.2.4 If: (ia) a Lender assigns or transfers any of its rights or obligations under the Finance Security Documents and the Lower Saxony Guarantees or changes its Facility OfficeLending Branch; and (iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office Lending Branch under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs)7, then the New Lender or Lender acting through its new Facility Office Lending Branch is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office Lending Branch would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The prior written consent of the Borrowers shall be Borrower is required for any assignment, transfer or entry into a transfer Voting Participation by an Existing a Lender of any of its obligations under pursuant to this Clause 21 unless: (i) to a person identified on the Finance Documents in respect of its Available Commitment unless the transfer is Approved Lender List; (ii) to another Lender or an Affiliate of a Lender or, in the case of a Lender which is a fund, a Related Fund of such Lender; or (iii) made at a time when an Event of Default is continuing, provided that in the case of sub-paragraphs (i) and (ii) above: (A) the Existing Lender notifies the Borrower prior to the assignment, transfer or entry into a Voting Participation; and (B) no assignment, transfer or entry into a Voting Participation shall be made to a Conflicted Lender, a Defaulting Lender or a Distressed Investor. (b) The consent of the Borrowers Borrower to an assignment, transfer or entry into a transfer Voting Participation pursuant to this Clause 21 must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (d) A transfer will only be effective only if the procedure set out in Clause 24.5 21.5 (Procedure for transfer) is complied with. (d) An assignment will be effective only if the procedure and conditions set out in Clause 21.6 (Procedure for assignment) are complied with. (e) If: (i) a an Existing Lender assigns or transfers any of its rights or obligations under the Finance Documents to a New Lender or a Lender changes its Facility Office; and (ii) as a result of circumstances existing at the date the such assignment, transfer or change occurs, an any Obligor would be obliged to make a payment to the such New Lender or such Lender acting through its new Facility Office under any provision of Clause 11 (Tax Gross-up and Indemnities) or Clause 12 (Tax gross-up and indemnitiesIncreased Costs) or Clause 13 (Increased Costs)any equivalent provision of any other Finance Document, then the such New Lender or such Lender acting through its new Facility Office is only not entitled to receive any payment under those Clauses any such provision in excess of the payment which such Obligor would have been required to the same extent as the pay to such Existing Lender or such Lender acting through its previous Facility Office would have been under that Clause if the that assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (f) If an Existing Lender assigns or transfers any of its rights or obligations under the Finance Documents to a New Lender: (i) such Existing Lender shall (unless agreed with such New Lender) bear its own fees, costs and expenses in connection with, or resulting from, such assignment or transfer (including any legal fees, taxes, notarial and security registration or perfection fees); and (ii) none of the Obligors will be required to pay to or for the account of such New Lender, or reimburse or indemnify such New Lender for, any fees, costs, Taxes, expenses, indemnity payments or other payments under a Finance Document (without prejudice to paragraph (e) above, other than any amount payable under any provision of Clause 11 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs) or any equivalent provision of any other Finance Document) in excess of what that Obligor would have been required to pay to such Existing Lender immediately prior to such transfer or assignment being effected, provided that, notwithstanding the foregoing, in respect of costs, fees and expenses only, the amount thereof payable or reimbursable shall be calculated by reference to the amount of such costs, fees and expenses which such Obligor is able to demonstrate it would have been required to pay to such Existing Lender immediately prior to such transfer or assignment being effected. (g) Each of the Facility Agent and each Existing Lender shall be entitled to rely on a certificate of the New Lender confirming that the New Lender is not (and would not if it were a Lender be) a Defaulting Lender, a Distressed Investor or a Conflicted Lender unless it has actual knowledge that the New Lender is (or would if it were a Lender be) a Defaulting Lender, a Distressed Investor or a Conflicted Lender, and if (notwithstanding any such certificate from the New Lender) the New Lender is actually a Conflicted Lender, the provisions of Clause 32.4 (Disenfranchisement of Conflicted Lenders and Non-Responding Lenders) shall apply..

Conditions of assignment or transfer. (aA) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is is: (1) to another Lender or an Affiliate of a Lender; (2) to Eleuthera SPC; (3) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or (4) made at a time when an Event of Default is continuing. (bB) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 ten Business Days after the Existing Lender has requested it in writing unless consent is expressly refused by the Borrowers Borrower within that time. (cC) An assignment will only be effective on: (i1) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and (ii2) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (dD) A transfer will only be effective if the procedure set out in Clause 24.5 21.5 (Procedure for transfer) is complied with. (eE) If: (i1) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility OfficeDocuments; and (ii2) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 Clauses 11.2 (Tax gross-up and indemnitiesup), 11.3 (Tax indemnity) or Clause 13 12 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (F) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for an assignment or transfer by a Lender, provided that: (i) in the case of an assignment, no consent is required if the assignment is to another Lender or an Affiliate of a Lender or following the occurrence of an Event of Default which is continuing, and (ii) the Company hereby consents to a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) A Lender may assign or transfer all of part of its Commitments in any of the Facilities on a non prorata basis between the Facilities. (e) Any transfer and assignment shall be of a minimum amount of EUR 10,000,000. (f) An assignment will only be effective on: (i) as among the Finance Parties on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender has become entitled to the same rights and will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (dg) A transfer will only be effective if the procedure set out in Clause 24.5 23.5 (Procedure for transfer) is complied with. (eh) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or ), Clause 13 14 (Increased Costs) or Schedule 4 (Mandatory Cost formulae), . then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment of transfer by an Existing Lender, provided that no consent shall be required to be obtained from the Borrower if such transfer or assignment is: (i) to a Qualifying Lender of or to an existing Lender (or any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer Affiliates); (ii) made at any time when a Default has occurred and is to another Lender or an Affiliate of a Lendercontinuing; and/or (iii) required by any Applicable Law. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five (5) Business Days after the Existing Lender has requested it unless the consent is expressly refused by the Borrowers Borrower within that time. (c) The consent of the Borrower to an assignment must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the COFACE Agent of written confirmation from the New Lender (in form and substance satisfactory to the COFACE Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and; (ii) notification that such assignment is effective performance by the COFACE Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the COFACE Agent shall promptly notify to the Existing Lender and the New Lender; and (iii) when the COFACE Agent upon its being so satisfiedupdates the Register (as defined in Clause 26.8 (Register) below) in accordance with the provisions of Clause 26.8 (Register) below. (de) A transfer will only be effective if the procedure set out in Clause 24.5 26.5 (Procedure for transferTransfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The written consent of the Borrowers Borrower (which shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the ) is required for an assignment or transfer by an Existing Lender has requested it Lender, unless consent a Default is expressly refused by the Borrowers within that timecontinuing. (cb) An assignment will only be effective on: (i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and; (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender; and (iii) Sinosure’s issuance of an endorsement to the Sinosure Cover confirming that the New Lender becomes an insured party under the Sinosure Cover. (dc) A transfer will only be effective if the procedure set out in Clause 24.5 23.5 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of An Existing Lender must notify with the Borrowers shall be required for a before it may make an assignment or transfer in accordance with Clause 26.1 (Assignments and transfers by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lenders) unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or (iii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (dc) A transfer will only be effective if the procedure set out in Clause 24.5 26.5 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 15 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 16 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (e) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender; (f) In order to comply with the Dutch Financial Supervision Act (Wet op het financieel toezicht), the amount transferred under this Clause 26 shall include an outstanding portion of at least EUR 100,000 (or its equivalent in other currencies) per Lender or such other amount as may be required from time to time by the Dutch Financial Supervision Act (or implementing legislation) or if less, the New Lender shall confirm in writing to the Borrowers that it is a professional market party within the meaning of the Dutch Financial Supervision Act.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a transfer by an Existing a Lender of any of its rights or obligations under the Finance Documents (including) in respect of its Available Commitment (whether in whole or in part) unless the such assignment or transfer is is: (i) to another Lender or an Affiliate of a the relevant Lender.; or (bii) made at any time after an Event of Default has occurred. The consent of the Borrowers Borrower to an assignment or a transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 7 Business Days after the Existing relevant Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that timeperiod. (cb) An assignment will only be effective on: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (dc) A transfer will only be effective if the procedure set out in Clause 24.5 22.5 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-gross up and indemnities) or Clause 13 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing a Lender of any of its obligations under unless: (i) the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or an Affiliate of a Lender; (ii) an Event of Default is continuing; or (iii) the short term credit rating of the New Lender is at least A1 or P1, the Agent shall notify the Borrower of such assignment or transfer within 3 Business Days of being notified of such assignment or transfer by the relevant Existing Lender. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after it receives notification that the Existing Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender has become entitled to the same rights and will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 15 (Tax gross-up and indemnities) or Clause 13 16 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The written consent of the Borrowers shall be Italian Borrower together with a notice to Luxottica U.S. Holdings Corp, is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a LenderLender provided that no such consent is required following the occurrence of any Default which is continuing. (b) The consent of the Borrowers Italian Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. , The Borrowers Italian Borrower will be deemed to have given their its consent 5 15 Business Days after the Existing Lender (through the Agent) has requested it unless consent is expressly refused by the Borrowers Italian Borrower (through the Agent) within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original a Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costs)costs) or incur any other cost, tax or expense of whatsoever nature including the payment of any Mandatory Cost, then the New Lender or Lender acting through its new Facility Office is only entitled to receive any such payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a LenderLender or following the occurrence of an Event of Default which is continuing. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 Business Days ten days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Costs. (d) A partial transfer by a Lender shall be in a minimum amount of $10,000,000. (e) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (df) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (eg) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund; or (iii) made at a time when an Event of Default is continuing or a Sanctions Event has occurred and is continuing. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender ▇▇▇▇▇▇ has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) The consent of the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to any amount payable under Clause 14.3 (Mandatory Cost). (d) Without prejudice to the foregoing, any such transfer by a Lender shall be subject to the following further conditions: (i) the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $10,000,000 or, if less, the remaining amount of its Contribution and Commitment, unless the Agent agrees otherwise; (ii) payment of the fee in accordance with Clause 28.3 (Assignment or transfer fee); and (iii) no transfer shall be made to a distressed debt fund (commonly known as a vulture fund). (e) An assignment will only be effective on: (if) receipt Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Agent of written confirmation from Finance Documents are assigned to the New Lender (absolutely, free of any defects in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender ▇▇▇▇▇▇'s title and of any rights or equities which the New Borrower or any other Transaction Obligor had against the Existing Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (dg) A transfer will only be effective if the procedure set out in Clause 24.5 28.5 (Procedure for transfer) is complied with. (eh) If: : (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up Gross Up and indemnitiesIndemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (h) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities. (i) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. (j) For the purposes of this Clause 28.2 (Conditions of assignment or transfer), the definition of "Affiliate" in respect of Crédit Agricole Corporate and Investment Bank shall, for the avoidance of doubt, include any other member of Crédit Agricole Group, and in particular: (i) Crédit Agricole S.A.; (ii) Caisses Régionales de Crédit Agricole; (iii) Crédit Agricole Assurances;

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower required for a an assignment or transfer by an the Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is is: (i) to another an Original Lender or an Affiliate of a an Original Lender; (ii) to Sberbank of Russia or an affiliate thereof; (iii) made while an Event of Default specified in Clause 19.1 (Non-payment) or Clause 19.4 (Cross-default) is continuing. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the An Existing Lender has requested it unless consent is expressly refused by shall, as soon as reasonably practicable prior to effecting an assignment or transfer pursuant to sub-paragraph (a)(iii) above, give prior notice of such proposed assignment or transfer to the Borrowers within Agent and the Borrower (provided that timefailure to give such advance notice shall not invalidate or otherwise diminish the right of such Existing Lender to effect such proposed transfer). (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was had been an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 20.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 11 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (f) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another an Affiliate of the Lender or an Affiliate Event of a LenderDefault is continuing. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment or transfer will only be effective on: (i) receipt by the Agent Company of written confirmation from the New Lender (in form and substance satisfactory to the AgentCompany) that it is bound by the New Lender will assume terms of this Agreement as the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that (if an assignment or transfer of part of the Lender’s rights and/or obligations) performance by the Lender of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment is effective by or transfer to the Agent New Lender, the completion of which the New Lender shall promptly notify to the Existing Lender and the Company. On the transfer becoming effective in this manner, the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a the Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-gross up and indemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under Lender, unless a Default is continuing or the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after having received a request from the Existing Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) The consent of the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment or transfer of only part of an Existing Lender's participations or Commitments to a person other than one of its Affiliates, another Existing Lender or a Related Fund of an Existing Lender shall be in a minimum amount of: (i) CZK25,000,000 while an Event of Default is continuing; and (ii) CZK125,000,000 at all other times. (e) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; (ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement (if required); and (iiiii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (df) A transfer will only be effective when the New Lender enters into documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (eg) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (h) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The Any Lender may assign or transfer to one or more assignees or transferees all or a portion of its rights and obligations under this Agreement with the prior written consent of the Borrowers Borrower (such consent not to be unreasonably withheld, conditioned or delayed), provided that the Borrower shall be deemed to have consented to any such assignment or transfer unless it shall object thereto by written notice to the Facility Agent within five (5) Business Days after having received notice thereof, and provided further that no consent of the Borrower shall be required for an assignment or transfer to a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or Lender, an Affiliate of a Lender, an Approved Fund or, if an Early Amortisation Event or Event of Default has occurred and is continuing, to any other assignee or transferee. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent , subject to the Existing Lender and the New Lender, provided that the Agent shall not give compliance of such notification unless the Agent is satisfied that it has completed all "know your customer" and or other similar procedures relating as may be necessary to any person that each of them is required to carry out (or deems desirable) in relation to be undertaken by the Facility Agent on such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfiedLender(s). (dc) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for assignment and transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower or the Guarantor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent, acting reasonably) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "know your customer" and or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent (Other than in the case of the Borrowers shall be required for a transfer an assignment permitted by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. paragraph (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. Clause 26.1 (cPermitted Debt Purchase Transactions)) An an assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender Creditor (in form and substance satisfactory to the Agent) that the New Lender Creditor will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original LenderCreditor; (ii) the New Creditor entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (iiiii) notification that such assignment is effective the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The Creditor, the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Creditor and the New Creditor. (db) A transfer will only be effective if the procedure New Creditor enters into the documentation required for it to accede as a party to the Intercreditor Agreement and if the procedures set out in Clause 24.5 25.5 (Procedure for transfer) is and paragraph (e) below are complied with. (ec) If: (i) a Lender assigns Creditor assigns, transfers, declares a trust or transfers grants Security over any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer transfer, declaration of trust, grant of Security or change occurs(other than because of any change in law), an Obligor would be obliged to make a payment to the New Lender Creditor or Lender Creditor acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costs), then the New Lender Creditor or Lender Creditor acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender Creditor or Lender Creditor acting through its previous Facility Office would have been if the assignment, transfer transfer, declaration of trust, grant of Security or change had not occurred. (d) Each New Creditor, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Creditor or Creditors in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Creditor would have been had it remained a Creditor. (e) If an assignment or transfer is made by a Lender under a Loan Facility to whom a Loan Facility Promissory Note has been issued as provided in Clause 4.3 (Promissory Notes under Loan Facilities), by a Derivatives Unwind Promissory Noteholder or by a USPP Noteholder of its rights and benefits or, as the case may be, its rights, benefits and obligations under any Finance Document, in accordance with this Clause 25 (Changes to the Creditors), the relevant Promissory Note or, as the case may be, USPP Note shall (in whole or part, as appropriate) be endorsed, assigned or transferred to the New Creditor in accordance with its terms (and, in the case of a USPP Note, in accordance with the terms of the USPP Note Agreement) and, in the case of a Promissory Note, to the extent necessary, the Agent and the relevant Borrower shall make appropriate arrangements so that a new Promissory Note is issued to the New Creditor at the expense of the New Creditor, and the existing Promissory Note returned to the Parent.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) on receipt by the Agent a Lender (an Existing Lender) of written confirmation from the new Lender (a New Lender) in the form of a Transfer Certificate countersigned by that New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties Lenders as it would have been under if it was an Original Existing Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (db) A transfer will only be effective if the procedure set out in Clause 24.5 19.5 (Procedure for transferTransfer) is complied with. (ec) No assignment or transfer under this Clause 19 will be effective until the Existing Lender has completed all “know your customer” requirements relating to any person that it is required to carry out in relation to such assignment or transfer. The Lenders are not obliged to execute a Transfer Certificate until they have completed all “know your customer” requirements to their reasonable satisfaction. (d) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility OfficeDocuments; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Company would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased CostsGross Up), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause 12 to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (e) A partial transfer by the Lender must be for a minimum of £5,000,000. (f) A Lender may not transfer any of its rights and obligations under the SHA Loan Agreement without a corresponding transfer of its rights and obligations under the Finance Documents or vice versa.

Conditions of assignment or transfer. (a) The An Existing Lender must, prior to 30 April 2007, obtain the consent of the Borrowers shall be required Borrower and, thereafter, consult with the Borrower for a no more than 7 days before it may make an assignment or transfer in accordance with Clause 21.1 (Assignments and transfers by an Existing Lender of any of its obligations under the Finance Documents Lenders) unless, in respect of its Available Commitment unless either case, the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; (ii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (dc) A transfer will only be effective if the procedure set out in Clause 24.5 21.5 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled its (e) the restrictions in this Clause 21.2 (Conditions of assignment or transfer) shall also apply mutatis mutandis to receive payment under those Clauses each Lender in respect of any participations or sub-participations which are proposed to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurredbe entered into prior to 30 April 2007.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Commercial Lender unless an Event of any of its obligations under Default has occurred and is continuing or the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Lender or Commercial Lender, an Affiliate of a LenderCommercial Lender or to the Norwegian Government or any central bank or federal reserve. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five (5) Business Days after the Existing Commercial Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (d) A transfer will only be effective if the procedure set out in Clause 24.5 25.4 (Procedure for assignment or transfer) is complied with. (ed) If: (i) a Commercial Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Commercial Lender or Commercial Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Commercial Lender or Commercial Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Commercial Lender or Commercial Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (d) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (e) Each New Commercial Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Commercial Lender or Commercial Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Commercial Lender would have been had it remained a Commercial Lender.

Conditions of assignment or transfer. (a) The consent of Borrower must be notified no later than one Business Day prior to the Borrowers shall be required for a transfer by an Existing Lender proposed date of any of its obligations under assignment or transfer pursuant to this Clause 25.1 (Assignments and transfers by the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a LenderLenders). (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective only on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the satisfaction of the Agent to with the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed results of all "know your customerclient" and or other similar procedures checks relating to the identity of any person that each of them it is required by law to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (dc) A transfer will only be effective only if the procedure set out in Clause 24.5 25.5 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights rights, benefits or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses only to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (e) In addition to the other assignment rights provided in this Clause 25, each Lender may assign, as collateral or otherwise, any of its rights under this Agreement (including rights to payments of principal or interest on the Loans) to any trustee for the benefit of the holders of such Lender's securities provided that no such assignment shall release the assigning Lender from any of its obligations under this Agreement

Conditions of assignment or transfer. (a) 24.2.1 The consent of the Borrowers shall be Company is not required for a an assignment or transfer by an Existing Lender of any of its obligations under Lender, although no such assignment or transfer may be made without prior consultation with the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a LenderCompany. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) 24.2.2 An assignment will only be effective on: (iA) receipt by the Administrative Agent (whether in the Assignment Agreement or otherwise) of a Lender accession undertaking and written confirmation from the New Lender (in form and substance satisfactory to the Administrative Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (iiB) notification that such assignment is effective performance by the Administrative Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Administrative Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) 24.2.3 A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) 24.2.4 If: (iA) a Lender assigns or transfers any of its rights rights, benefits or obligations under the Finance Documents or changes its Facility Office; and (iiB) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 24.2.5 Unless the Company and the Administrative Agent otherwise agree, a transfer or assignment of part of an Existing Lender’s Commitment to a New Lender must be in a minimum amount of, or if less, such Lender’s Commitment) £1 million other than in relation to any transfer from an Existing Lender to: (A) an Affiliate; or (B) a Related Fund.

Conditions of assignment or transfer. 24.2.1 The prior consent of the Company is required for a Transfer by an Existing Lender, unless the Transfer is made by the Existing Lender: (a) The consent of the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a any Lender.; (b) The to a person identified in Schedule 11 (Acceptable Lenders); (c) to a fund which is a Related Fund of that Existing Lender; or (d) at a time when an Event of Default is continuing. 24.2.2 Where the consent of the Borrowers Company to a transfer Transfer is required that consent must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (d) 24.2.3 A transfer Transfer will only be effective if the procedure set out in Clause 24.5 24.4 below (Procedure for transfer) is complied with. (e) 24.2.4 If: (ia) a the Lender assigns or transfers Transfers any of its rights or obligations under the Finance Documents or changes its Facility OfficeDocuments; and (iib) as a result of circumstances existing at the date the assignment, transfer Transfer or change occurs, an Obligor the Company would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax grossGross-up and indemnitiesIndemnities) or Clause 13 14 (Increased Costs), then then, unless the Transfer is made by a Lender in order to mitigate in accordance with Clause 16 (Mitigation by the Lender) any circumstances giving rise to the Tax Payment, Increased Cost or a right to be prepaid and/or cancelled by reason of illegality, the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer Transfer or change had not occurred. 24.2.5 Each New Lender, by executing the relevant Transfer Certificate confirms, for the avoidance of doubt, that the Existing Lender has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the Existing Lender in accordance with this Agreement on or prior to the date on which the Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained the Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment or transfer by a Lender, unless: (i) an Existing Lender Event of any of its obligations under Default has occurred and is continuing; or (ii) the Finance Documents in respect of its Available Commitment unless the transfer New Lender: (A) is to another Lender or Lender; (B) is an Affiliate of a Lender; or (C) has a long-term credit rating from S&P of at least A- or from ▇▇▇▇▇’▇ of at least A3. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (iA) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (iiB) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 24.6 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment, transfer or sub-participation by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment, transfer is or sub-participation is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender disposing of its interest by sub-participation in any commitments or undertakings retains (x) all of the voting rights with respect to such commitments or undertakings and (y) more than two thirds of the economic interest in the commitments or undertakings; or (iii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that timetime in accordance with this paragraph (b). (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Costs. (d) The consent of the Issuing Bank (if one has been appointed) (with such consent not to be unreasonably withheld or delayed) is required for any assignment or transfer by an Existing Lender of any of its rights and/or obligations under the Facilities. (e) The consent of the Alternative L/C Fronting Bank (not to be unreasonably withheld or delayed) is required for any assignment or transfer by any Existing Lender that is a Fronted Alternative L/C Lender of any of its rights and/or obligations under the Facilities. (f) Unless the Company and the relevant Existing Lender otherwise agree in respect of transfers between Existing Lenders and their Affiliates a transfer of part of a Commitment or Commitments by the Existing Lender must be of a minimum amount of £1,000,000, provided that if the Existing Lender retains any Commitment or Commitments it is (or they are) of a minimum amount of £1,000,000 in aggregate across the Facilities. (g) In determining whether the requirements of paragraph (f) above as to the minimum amount in respect of any Facility or Facilities to be retained by an Existing Lender are satisfied, the amount of any Commitment or Commitments of any Affiliate of the relevant Existing Lender to be retained shall be aggregated with the Commitment or Commitments of the Existing Lender to be transferred and/or retained (as the case may be). (h) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (iiiii) notification that such assignment is effective the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (di) A transfer will only be effective if on: (i) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (ii) procedure set out in Clause 24.5 31.5 (Procedure for transfer) is being complied with. (ej) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 21 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (k) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a LenderLender or an Event of Default has occurred and is continuing. (b) The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 13 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (f) shall not apply: (iii) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility; or (iv) in relation to Clause 13.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii)(B) of Clause 13.2 (Tax gross-up) if the Obligor making the payment has not made a Borrower DTTP Filing in respect of that Treaty Lender. (g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. (h) No Existing Lender shall assign or transfer any of its rights and/or obligations under a Tranche to a New Lender without simultaneously assigning and/or transferring on a pro rata basis its rights and/or obligations under the other Tranches to such New Lender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Obligor is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers Obligor to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Obligor will be deemed to have given their its consent 5 seven (7) Business Days after the Existing Lender has requested it in writing unless consent is expressly refused by the Borrowers Obligor within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation an Assignment and Assumption from the New Lender (in form and substance satisfactory to the Agent) stating that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Fundamental Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax grosssub-up and indemnities) clause 2.9.2 or Clause 13 2.7 (Increased Regulatory Requirements; Additional Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a An assignment or transfer by an Existing a Lender of any which is also a Swingline Lender of: (i) its Swingline Commitment shall only be made if there is a simultaneous assignment or transfer of its obligations under the Finance Documents Commitment in respect an equal amount; or (ii) part of its Available Commitment unless the shall only be effective if after such assignment or transfer is to another Lender or an Affiliate of a such Lender’s Swingline Commitment does not exceed its Commitment. (b) The consent of the Borrowers Company is required for an assignment or transfer by a Lender, unless: (i) an Event of Default under Clause 22.2 (Non-Payment) or Clauses 22.6 (Insolvency) to 22.10 (Analogous Proceedings) has occurred and is continuing; or (ii) the New Lender is: (A) another Lender; or (B) an Affiliate of a Lender and a Verifiable PMP. (c) The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (cd) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (e) The Facility Agent is not obliged to execute a Transfer Certificate or otherwise give effect to an assignment or transfer until it has completed all know your customer requirements to its satisfaction. The Facility Agent must promptly notify the Existing Lender and the New Lender if there are any such requirements. (f) An assignment will only be effective on: on (i) the performance by the Facility Agent of all necessary know your customer requirements or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Lender and the New Lender; and (ii) receipt by the Facility Agent and the Company of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the Obligors as it would have been under if it was an Original Lender; and. Table of Contents (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (dg) A transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 24.5 23.5 (Procedure for transfer) is complied with). (eh) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 20.4.1 The Facility Agent will immediately advise the Borrowers of any assignment or transfer becoming effective. 20.4.2 An assignment or transfer will only be effective following delivering to the Facility Agent of a Transfer Certificate duly completed and duly executed by the Transferor and the Transferee. No such assignment or transfer is binding on, or effective in relation to, the Borrowers or the Facility Agent unless: (a) The consent it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 20.4 and is signed by or on behalf of the Transferor, the Transferee and the Facility Agent (on behalf of itself, the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under and the other Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender.Parties); (b) The consent such transfer by novation of rights under the other Security Documents has been effected and registered to the satisfaction of the Borrowers to a transfer must not be unreasonably withheld or delayedFacility Agent. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused Upon signature of any such Transfer Certificate by the Borrowers within that timeFacility Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Facility Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. 20.4.3 If an assignment takes effect after there has been a Drawdown, the assignment of a Lender’s participation in the Drawdowns (if any) under the Facility shall take effect in respect of the same fraction of each Drawdown. 20.4.4 The following further provisions shall have effect in relation to any Transfer Certificate: (a) a Transfer Certificate may be in respect of a Lender’s rights in respect of all, or part of, its Commitment and participation in the Loan and each Drawdown (if any) and shall be in respect of the same proportion of its Contribution; (b) a Transfer Certificate shall only be in respect of rights and obligations of the Transferor in its capacity as a Lender and shall not transfer its rights and obligations as the Facility Agent, or in any other capacity, as the case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement; (c) An assignment will only be effective ona Transfer Certificate shall take effect in accordance with English law as follows: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the extent specified in the Transfer Certificate, the Transferor’s payment rights and all its other rights (other than those referred to in clause 20.4.4(b) above) under this Agreement are assigned to the Transferee absolutely, free of any defects in the Transferor’s title and of any rights or equities which any Borrower had against the Transferor; (ii) the Transferor’s Commitment is discharged to the extent specified in the Transfer Certificate; (iii) the Transferee becomes a Lender with a Contribution and a Commitment of the amounts specified in the Transfer Certificate; (iv) the Transferee becomes bound by all the provisions of this Agreement and the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Facility Agent, the Security Agent and the Arranger in accordance with the provisions of clause 22 (Arranger, Facility Agent and Security Agent) and to the extent that the New Lender will assume Transferee becomes bound by those provisions, the same obligations Transferor ceases to be bound by them; and (v) the Transferee becomes entitled to all the rights under this Agreement which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under clauses 7.7 (Market disruption; non-availability), 9 (Fees and expenses) and 17 (Unlawfulness and increased costs) and to the extent that the Transferee becomes entitled to such rights, the Transferor ceases to be entitled to them; (d) the rights and equities of any Borrower or of any other Security Party referred to above include, but are not limited to, any right of set-off and any other kind of cross-claim; and (e) the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by hereby irrevocably authorise and instruct the Facility Agent to sign any such Transfer Certificate on their behalf and undertake not to withdraw, revoke or qualify such authority or instruction at any time. Promptly upon its signature of any Transfer Certificate, the Existing Lender Facility Agent shall notify the Borrowers, the Transferor and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfiedTransferee. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The Neither the consent of the Borrowers shall be Borrower nor any other Obligor is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Mezzanine Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Mezzanine Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Mezzanine Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Mezzanine Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (dc) A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 11 (Tax gross-up and indemnities) or Clause 13 12 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (d) shall not apply in relation to Clause 11.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii)(B) of Clause 11.2 (Tax gross-up) if the Obligor making the payment has not made a Borrower DTTP Filing in respect of that Treaty Lender. (e) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Mezzanine Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. (a) 27.2.1 The consent of the Borrowers shall be Company is required for a an assignment or transfer by an the Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is is: (a) to another Lender or an Affiliate of a Lender.Qualifying Bank; or (b) made at a time when an Event of Default is continuing. 27.2.2 The consent of the Borrowers Company to a an assignment or transfer must not be unreasonably withheld or delayed. In particular, the consent of the Company may be withheld if an assignment or transfer led to a breach of the Non-Bank Rules; provided that the Lenders shall have the right to make assignments or transfers to up to ten Non-Qualifying Banks in aggregate. The Borrowers Company will be deemed to have given their its consent 5 ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) 27.2.3 An assignment will only be effective on:on;- (ia) receipt by the Agent Lender of written confirmation from the New Lender (in form and substance satisfactory to the AgentLender) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lenderthe Lender and completion by the Lender of a novation of its rights under the Finance documents; and (iib) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed Lender of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The Agent , the completion of which the Lender shall promptly notify to the Agent upon its being so satisfiedNew Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with.27.2.4 If:- (ea) If: (i) a the Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or the Lender acting through its new Facility Office under Clause 12 16 (Tax gross-up and indemnities) or Clause 13 17 (Increased Costs), then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This Clause 27.2.4 is not applicable with respect to Swiss Federal Withholding Tax.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a LenderLender or an Event of Default has occurred and is continuing. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) The consent of the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) The consent of the Issuing Bank is required for any assignment or transfer of any Lender's rights and obligations under this Agreement. (e) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all necessary "know your customer" and or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (df) A transfer will only be effective if the procedure set out in Clause 24.5 26.5 (Procedure for transfer) is complied with. (eg) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 15 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 16.1 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Guarantor is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Bank, unless the (i) assignment or transfer is to another Lender Bank or to an Affiliate of a LenderBank, or (ii) the assignment or transfer is made at a time when an Event of Default is continuing. (b) The consent of the Borrowers Guarantor to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Guarantor will be deemed to have given their its consent 5 five Business Days after the Existing Lender Bank has requested it unless consent is expressly refused by the Borrowers Guarantor within that time. (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender Bank (in form and substance satisfactory to the Agent) that the New Lender Bank will assume the same obligations to the other Finance Parties as it would have been under if it was an Original LenderEffective Date Bank; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The Bank, the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Bank and the New Bank. (d) A transfer will only be effective if the procedure set out in Clause 24.5 23.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender Bank assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender Bank or Lender Bank acting through its new Facility Office under Clause 12 11 (Tax gross-up and indemnities) or Clause 13 12 (Increased Costs), then the New Lender Bank or Lender Bank acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender Bank or Lender Bank acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (f) Each New Bank, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Bank or Banks in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Bank would have been had it remained a Bank.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be each Borrower is required for a an assignment, transfer or novation in accordance with Clause 19.1 (Assignments and transfers by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Issuing Banks) unless the assignment, transfer is or novation is: (i) to another Lender Issuing Bank or an Affiliate of an Issuing Bank; (ii) if the Existing Issuing Bank is a Lenderfund, to a fund which is a Related Fund of the Existing Issuing Bank; or (iii) made at a time when an Event of Default is continuing. (b) The consent of the Borrowers to a an assignment, transfer or novation must not be unreasonably withheld or delayed. The Borrowers A Borrower will be deemed to have given their its consent 5 five Business Days after its receipt of such written request from the Existing Lender has requested it Issuing Bank unless consent is expressly refused withheld by the Borrowers that Borrower within that time. (c) An assignment, transfer or novation by an Existing Issuing Bank to a New Issuing Bank will only be effective if it transfers, assigns or novates the Existing Issuing Bank’s share of the Facility pro rata between the Existing Issuing Bank’s Available Commitment and its participation in Utilisations. (d) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender Issuing Bank (in form and substance satisfactory to the Agent) that the New Lender Issuing Bank will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; andIssuing Bank at the date of this Agreement; (ii) notification that such assignment is effective the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The Issuing Bank, the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Issuing Bank and the New Issuing Bank. (de) A transfer will only be effective if the procedure set out in Clause 24.5 19.5 (Procedure for transfer) is complied with. (ef) If:If:- (i) a Lender assigns the Existing Issuing Bank assigns, transfers or transfers novates any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change novation occurs, an Obligor a Borrower would be obliged to make a payment to the New Lender Issuing Bank or Lender Issuing Bank acting through its new Facility Office under Clause 12 9 (Tax gross-gross up and indemnities) or Clause 13 10 (Increased Costscosts), then the New Lender Issuing Bank or Lender acting through its new Facility Office Issuing Bank is only entitled to receive payment under those Clauses to the same extent as the Existing Lender Issuing Bank or Lender Issuing Bank acting through its previous Facility Office would have been if the assignment, transfer transfer, novation or change had not occurred. (g) Each New Issuing Bank, by executing the relevant Transfer Certificate or assignment agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Issuing Banks in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Issuing Bank would have been had it remained an Issuing Bank.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under Lender, unless: (i) the Finance Documents in respect of its Available Commitment unless the transfer assignee or transferee is to another Lender Lender, or an Affiliate of a LenderLender or COFACE; or (ii) a Default or an Event of Default has occurred and is continuing. (b) The consent of the Borrowers to a transfer must Borrower may not be unreasonably withheld withhold or delayeddelay its consent. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it it, unless such consent is expressly refused by the Borrowers Borrower within that timesuch five Business Day period. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Lending Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Lending Office under Clause 12 10 (Tax grossGross-up and indemnitiesIndemnities) or Clause 13 11 (Increased Costs), then the Borrower will be obliged to make payments to the New Lender or Lender acting through its new Facility Lending Office is only entitled to receive payment under those Clauses to the same extent as it would have been obligated to make payments to the Existing Lender or Lender acting through its previous Facility Lending Office would have been if the assignment, transfer or change had not occurred. (d) The assignment or transfer by an Existing Lender of any of its rights and obligations under this Agreement shall not be effective until such time as the assignment is recorded in the Register. The Facility Agent shall record an assignment or transfer of all or part of an Existing Lender’s rights and obligations under this Agreement in the Register on behalf of the Borrower and is hereby irrevocably appointed by the Borrower for such purpose. (e) Any Lender may transfer or assign all or any part of its rights under the Finance Documents to COFACE in accordance with the COFACE Policy. (f) No such transfer or assignment shall be effective unless and until the Facility Agent’s consent has been provided in writing. (g) For the avoidance of doubt, it is specified and acknowledged by the Borrower that nothing in this Agreement shall in any way restrict the ability for a Lender to invite sub-participants or grant sub-participations to any entity.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be required for a transfer by an An Existing Lender of any of its obligations under must consult with the Finance Documents Borrower for no more than five days before it may make an assignment or transfer in respect of its Available Commitment accordance with Clause 25.1 (Assignments and transfers by the Lenders) unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or (iii) made at any time when an Event of Default is continuing. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (dc) A transfer will only be effective if the procedure procedures set out in Clause 24.5 25.5 (Procedure Procedures for transfer) is are complied with. (ed) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 25.2.1 An Existing Lender must consult with the Borrower for no more than ten days before it may make an assignment or transfer in accordance with clause 25.1 (Assignments and transfers by the Lenders) unless the assignment or transfer is: (a) The consent part of the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is primary syndication; (b) to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time.; (c) to a fund or other investment vehicle within the same investor group as the fund or other investment vehicle which is the Existing Lender; or (d) made at a time when an Event of Default has occurred and is continuing. 25.2.2 An assignment will only be effective on: (ia) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and (iib) notification that such assignment is effective the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "know your customer" and or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (d) 25.2.3 A transfer will only be effective if the Agent has confirmed that a transfer is appropriate pursuant to clause 25.2.5 and the procedure set out in Clause 24.5 clause 25.5 (Procedure for transfer) is complied withwith and: (a) transfers of each of the Facilities may be made separately; (b) where an Existing Lender transfers part of its rights and obligations in respect of a Facility pursuant to clause 25.5 (Procedure for transfer), that Existing Lender must transfer equal fractions of its Commitment and participation in the Loans (if any) under the relevant Facility; (c) if at the time when a transfer takes effect more than one Loan is outstanding under a Facility, the transfer of an Existing Lender's participation in the Loans (if any) under the relevant Facility shall take effect in respect of the same fraction of each such Loan; and (d) no transfer shall be effected if as a result of such transfer (together with any other transfers to take place at or about the same) as at the date such transfer(s) take effect: 121 (i) the Total Commitments of an Existing Lender would be less than US$20,000,000, or such other amount as the Agent may determine, unless resulting from a transfer of all of an Existing Lender's Commitments; (ii) a New Lender would have Total Commitments of less than US$10,000,000, or such other amount as the Agent may determine, unless resulting from a transfer of all of an Existing Lender's Commitments; or (iii) the aggregate amount of Commitments transferred by an Existing Lender would be less than US$15,000,000, or such other amount as the Agent may determine, unless the transfer is of all an Existing Lender's Commitments. (e) 25.2.4 If: (ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 clause 14 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 13 clause 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurredoccurred unless the assignment, transfer or change is made by the Lender with the Borrower's agreement to mitigate any circumstances giving rise to the Tax Payment or increased cost, or a right to be prepaid and/or cancelled by reason of illegality. 25.2.5 An Existing Lender shall not transfer any of its rights and obligations under this Agreement pursuant to this clause 25.2 (Conditions of assignment or transfer) unless the Agent has confirmed that such proposed transfer is appropriate. The Agent shall (a) act reasonably in making such determination, but shall have, among other things, regard to the preservation of rights of the Finance Parties under the Finance Documents and (b) respond as soon as is reasonably practicable (although the Agent shall not be required to respond while it is seeking legal advice as to whether a transfer is appropriate). In the event the Agent specifies that a transfer is not appropriate the relevant Existing Lender shall be entitled to assign its rights in accordance with clause 25.2.2.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under Lender, unless: (i) the Finance Documents in respect of its Available Commitment unless the assignment or transfer is to another Existing Lender, an Affiliate of an Existing Lender or an Affiliate Approved Fund; or (ii) an Event of a LenderDefault has occurred and is continuing. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) The consent of the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Administrative Agent of written confirmation from the New Lender (in form and substance satisfactory to the Administrative Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Administrative Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Administrative Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 22.5 (Procedure for transferTransfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax grossGross-up Up and indemnitiesIndemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; (iii) made at a time when an Event of Default is continuing; or (iv) an assignment by an Original Lender of any of its rights or a transfer by an Original Lender of any of its rights and obligations, in each case in connection with the Term Facility provided that following such transfer the Commitment of that Original Lender is not less than the hold amount agreed between that Original Lender and the Company. (b) The consent of the Borrowers Company pursuant to a transfer paragraph (a) above: (i) must not be unreasonably withheld or delayed. The Borrowers ; and (ii) will be deemed to have been given their consent 5 if no express refusal is received by the relevant Existing Lender within 10 Business Days after the Existing Lender has requested it unless the consent is expressly refused by of the Borrowers within that timeCompany. (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Secured Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective the performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "necessary “know your customer" and ” or other similar procedures relating to any person that each of them is required to carry out (or deems desirable) checks under all applicable laws and regulations in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedLender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 26.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 15 (Tax gross-up and indemnities) or Clause 13 16 (Increased Costs), then then, unless an Event of Default is continuing, the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Borrower is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is to another Lender or an Affiliate of a LenderLender or a Trigger Event or Acceleration Event is continuing. (b) The consent of the Borrowers Borrower to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Borrower will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Borrower within that time. (c) The consent of the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Facility Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (de) A transfer will only be effective if the procedure set out in Clause 24.5 21.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Facility Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers An assignment or transfer shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available a Commitment unless the transfer is to another Lender or an Affiliate of a Lenderat least €10,000,000. (b) The consent of the Borrowers to a An assignment or transfer must not shall only be unreasonably withheld effective if after such assignment or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that timetransfer there are no more than 135 Lenders and no more than 50 Dollar Swingline Lenders and no more than 50 Euro Swingline Lenders. (c) An assignment will only be effective onor transfer by a Lender which is also a Swingline Lender (or which has a Swingline Affiliate) of: (i) its (or its Swingline Affiliate’s) Dollar Swingline Commitment or its Euro Swingline Commitment shall only be made if there is a simultaneous assignment or transfer of an equal amount of its Facility B Commitment; or (ii) its Facility B Commitment shall only be effective if either (1) after such assignment or transfer the aggregate of such Lender’s (or if applicable, its Swingline Affiliate’s) Dollar Swingline Commitment and its Euro Swingline Commitment does not exceed its Facility B Commitment or (2) it simultaneously assigns or transfers an aggregate amount of its (or if applicable, its Swingline Affiliate’s) Dollar Swingline Commitment and its Euro Swingline Commitment equal to the amount of its Facility B Commitment to be assigned or transferred. (d) An assignment will only be effective on receipt by the Facility Agent and the Borrower of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the Borrower as it would have been under if it was an Original Lender; and. (iie) notification that such A transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 22.5 (Procedure for transfer). (f) An assignment is will only be effective on the performance by the Facility Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Facility Agent shall promptly notify to the Agent upon its being so satisfiedLender and the New Lender. (dg) A The Borrower shall be under no obligation to pay any greater amount under this Agreement following an assignment or transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) by a Lender assigns or transfers of any of its rights or obligations under pursuant to this Clause 22 if, in the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date time of such assignment or transfer, such greater amount would not have been payable but for the assignment, transfer assignment or change occurs, an Obligor would be obliged to make a payment transfer. (h) Subject to the above conditions, the Borrower hereby consents to a transfer to any New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurredLender.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Company is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers Company to a an assignment to transfer must not be unreasonably withheld or delayed. The Borrowers Company will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (de) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 3 (Tax gross-up and indemnities) or Clause 13 4 (Increased Costs), ; then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Borrowers shall be Parent is required for a an assignment or transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment Lender, unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender; or (ii) made at a time when the occurrence of an Event of Default is continuing. (b) The consent of the Borrowers Parent to a an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers Parent will be deemed to have given their its consent 5 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers Parent within that time. (c) The consent of the Parent to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) notification that such assignment is effective performance by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed of all "“know your customer" and ” or other similar procedures checks relating to any person that each of them it is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The , the completion of which the Agent shall promptly notify to the Agent upon its being so satisfiedExisting Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 9.5 (Tax gross-up and indemnitiesMinimum Interest) or Clause 13 (Tax Gross-up and Indemnities) or Clause 14 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.