Common use of Assignment/Novation Clause in Contracts

Assignment/Novation. 10.1 CEP has a full and unfettered right (a) to assign or otherwise dispose of the whole or any part of its rights and/or benefits under this Agreement or (b) (subject to Clauses 10.2 to 10.5) to novate its rights and obligations under this Agreement. The words “CEP” and “CEP’s” wherever used in Clauses 10.2 to 10.5 shall be deemed to include CEP’s assignees and novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the Company to any such assignee, novatee or other successor or any participant or proposed assignee, novatee, successor or participant. 10.2 The person who is for the time being liable to perform CEP’s obligations under this Agreement (a “Transferring Bank”) shall be entitled to novate at any time, upon service of a notice on the Company in the form attached as Schedule One to this Agreement (a “Novation Notice”), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee, provided that such novation shall not result in a Credit being deemed impermissible under any Beneficiary requirements regarding issuing bank identity. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the Company (the “Novation Date”), the provisions of Clause 10.3 shall have effect (but not otherwise). 10.3 With effect from (and subject to the occurrence of) the Novation Date: 10.3.1 the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date; 10.3.2 the Company shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the Company shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank; 10.3.3 the Transferring Bank shall release and discharge the Company from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and 10.3.4 the Company shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the Permitted Transferee each of its obligations, without duplication, whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP. 10.4 Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 10.3, the Company undertakes to sign and return promptly each acknowledgement of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bank. 10.5 For the purposes of this Clause 10 a “Permitted Transferee” shall mean any holding company, subsidiary or affiliate of Citigroup Inc.

Assignment/Novation. 10.1 CEP has a full and unfettered right (a) to assign or otherwise dispose of the whole or any part of its rights and/or benefits under this Agreement or (b) (subject to Clauses 10.2 to 10.5) to novate its rights and obligations under this Agreement. The words “CEP” and “CEP’s” wherever used in Clauses 10.2 to 10.5 shall be deemed to include CEP’s assignees and novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the Company to any such assignee, novatee or other successor or any participant or proposed assignee, novatee, successor or participant. 10.2 The person who is for the time being liable to perform CEP’s obligations under this Agreement (a “Transferring Bank”) shall be entitled to novate at any time, upon service of a notice on the Company in the form attached as Schedule One to this Agreement (a “Novation Notice”), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee, provided that such novation shall not result in a Credit being deemed impermissible under any Beneficiary requirements regarding issuing bank identity. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the Company (the “Novation Date”), the provisions of Clause 10.3 shall have effect (but not otherwise). 10.3 With effect from (and subject to the occurrence of) the Novation Date: 10.3.1 the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date; 10.3.2 the Company shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the Company shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank; 10.3.3 the Transferring Bank shall release and discharge the Company from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and 10.3.4 the Company shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the Permitted Transferee each of its obligations, without duplication, obligations whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP. 10.4 Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 10.3, the Company undertakes to sign and return promptly each acknowledgement of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bank. 10.5 For the purposes of this Clause 10 a “Permitted Transferee” shall mean any holding company, subsidiary or affiliate of Citigroup Inc.

Assignment/Novation. 10.1 12.1 CEP has a full and unfettered right (a) to assign or otherwise dispose of the whole or any part of its rights and/or benefits under this Agreement or (b) (subject to Clauses 10.2 12.2 to 10.512.5) to novate or otherwise dispose of its rights and obligations under this Agreement. The words “"CEP” " and “"CEP’s” " wherever used in Clauses 10.2 12.2 to 10.5 12.5 shall be deemed to include CEP’s assignees and novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the Company or Flagstone Re to any such assignee, novatee or other successor or any sub-participant or proposed assignee, novatee, successor or sub-participant. 10.2 12.2 The person who is for the time being liable to perform CEP’s obligations under this Agreement (a “"Transferring Bank”") shall be entitled to novate at any time, upon service of a notice on the Company or Flagstone Re in the form attached as Schedule One to this Agreement (a “"Novation Notice”"), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee, provided that such novation shall not result in a Credit being deemed impermissible under any Beneficiary requirements regarding issuing bank identity. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the Company and Flagstone Re (the “"Novation Date”"), the provisions of Clause 10.3 12.3 shall have effect (but not otherwise). 10.3 12.3 With effect from (and subject to the occurrence of) the Novation Date: 10.3.1 12.3.1 the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date; 10.3.2 12.3.2 the Company and Flagstone Re shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company and Flagstone Re on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the Company and Flagstone Re shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank; 10.3.3 12.3.3 the Transferring Bank shall release and discharge the Company and Flagstone Re from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and 10.3.4 12.3.4 the Company and Flagstone Re shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the Permitted Transferee each of its obligations, without duplication, obligations whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP. 10.4 12.4 Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 10.312.3, the Company and Flagstone Re undertakes to sign and return promptly each acknowledgement of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bank. 10.5 12.5 For the purposes of this Clause 10 12 a “"Permitted Transferee” " shall mean any holding company, subsidiary or affiliate of Citigroup Inc.

Assignment/Novation. 10.1 Subject to the last sentence of this Clause 10.1, CEP has a full and unfettered right (a) to assign or otherwise dispose of the whole or any part of its rights and/or benefits (but not its obligations) under this Agreement or (b) (subject to Clauses 10.2 to 10.5) to novate its rights and obligations under this Agreement. The words “"CEP” " and “"CEP’s” " wherever used in Clauses 10.2 to 10.5 shall be deemed to include CEP’s assignees and novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the Company to any such assignee, novatee or other successor or any participant or proposed assignee, novatee, successor or participant.. Notwithstanding anything in this Agreement to the contrary, CEP shall not be entitled to assign or novate any of its rights and obligations unless: (i) in the case of a novation only, each outstanding Credit is, with the relevant Beneficiary's consent, cancelled and replaced with a new Credit issued by the relevant novatee and (ii) the Company has given its prior written consent (such consent not to be unreasonably withheld or delayed) provided that no such consent shall be necessary if: (1) the proposed assignment or novation is to an affiliate of CEP or (2) at the time of the proposed assignment or novation, there shall have occurred and be continuing with respect to the Company an "Event of Default" (as such term is defined in the Facility Letter), 10.2 The Subject to the limitations set forth in Clause 10.1 above, the person who is for the time being liable to perform CEP’s obligations under this Agreement (a “"Transferring Bank”") shall be entitled to novate at any time, upon service of a notice on the Company in the form attached as Schedule One to this Agreement (a “"Novation Notice”"), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee, provided that such novation shall not result in a Credit being deemed impermissible under any Beneficiary requirements regarding issuing bank identity. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the Company (the “"Novation Date”"), the provisions of Clause 10.3 shall have effect (but not otherwise). 10.3 With effect from (and subject to the occurrence of) the Novation Date: 10.3.1 the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date; 10.3.2 the Company shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the Company shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank; 10.3.3 the Transferring Bank shall release and discharge the Company from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and 10.3.4 the Company shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the Permitted Transferee each of its obligations, without duplication, whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP. 10.4 Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 10.3, the Company undertakes to sign and return promptly each acknowledgement of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bank. 10.5 For the purposes of this Clause 10 a “"Permitted Transferee” " shall mean any holding company, subsidiary or affiliate of Citigroup Inc. 10.6 Notwithstanding anything in this Agreement to the contrary, any assignment or novation in violation of the provisions of this Clause 10 shall be null and void and of no force or effect.

Assignment/Novation. 10.1 The Company may not assign any of its rights hereunder without CEP’s prior written consent, such consent not to be unreasonably withheld or delayed. 10.2 CEP has a full and unfettered right shall not (a) to assign or otherwise dispose of the whole or any part of its rights and/or benefits under this Agreement or (b) (subject to Clauses 10.2 10.3 to 10.510.6) to novate or otherwise dispose of its rights and obligations under this AgreementAgreement except in each case to a Permitted Transferee (as defined in Clause 10.6 below) and provided in each case that the prior written consent of the Company is obtained, such consent not to be unreasonably withheld or delayed. The words “CEP” and “CEP’s” wherever used in Clauses 10.2 to 10.5 this Agreement shall be deemed to include CEP’s assignees and novatees and other successors, whether immediate or derivativeany Permitted Transferee, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the Company to any such assignee, novatee assignee or other successor or any participant or proposed assignee, novatee, successor or participantany sub-participant provided that the recipient of the information agrees (in favour of the Company) to keep such information confidential. 10.2 The person who is for the time being liable to perform CEP’s obligations under this Agreement 10.3 Any Permitted Transferee (in its capacity as transferor, a “Transferring Bank”) shall may, subject to obtaining the prior written consent of the Company, such consent not to be entitled to unreasonably withheld or delayed, novate at any time, upon service of a notice on the Company in the form attached as Schedule One to this Agreement (a “Novation Notice”), any or all of its rights and obligations under, and the benefit of, this Agreement to to, any other Permitted Transferee (for the purposes of Clause 10.4 below, the “New Permitted Transferee, provided that such novation shall not result in a Credit being deemed impermissible under any Beneficiary requirements regarding issuing bank identity. ”). 10.4 With effect from the date on which a Novation Notice is executed by that the Transferring Bank and the Permitted Transferee and served on the Company novation comes into effect (the “Novation Date”), ): 10.4.1 the provisions of Clause 10.3 shall have effect (but not otherwise). 10.3 With effect from (and subject to the occurrence of) the Novation Date: 10.3.1 the New Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the New Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the New Permitted Transferee shall undertake and perform and discharge all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date; 10.3.2 10.4.2 the Company shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the Company and the New Permitted Transferee shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank; 10.3.3 10.4.3 the Transferring Bank shall release and discharge the Company from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and 10.3.4 10.4.4 the Company shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the New Permitted Transferee each of its obligations, without duplication, obligations whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP. 10.4 10.5 Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 10.310.4, the Company undertakes to sign and return promptly each acknowledgement of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bank. 10.5 10.6 For the purposes of this Clause 10 10, a “Permitted Transferee” shall mean a person in respect of which the Company has given its prior written consent, such consent not to be unreasonably withheld or delayed (in accordance with Clause 10.2 or 10.3 above), being any holding company, subsidiary or affiliate of Citigroup Inc.

Assignment/Novation. 10.1 CEP has a full and unfettered right (a) A. The Borrower shall not be entitled to directly or indirectly, assign or otherwise dispose in any manner transfer, whether in whole or part, any of its rights, benefits, obligations or liabilities, under, pursuant to or in relation to the Facility, Borrower's Dues, this Agreement, Security, Transaction Documents, to any Person. B. The Lender shall at any time, without any consent of or notice/intimation to the Borrower(s), be entitled to encumber, securitize, sell, assign, discount or transfer, and/or create Security Interest on, all or any part of the Lender's rights, benefits, entitlements and/or obligations under, pursuant to or in relation to the Loan Facility, Borrower's Dues, this Agreement, Security, Transaction Documents, to any Person(s)/ in favour of any Person(s) and in such manner and on such terms as the Lender may decide in its absolute discretion. Any such sale, assignment, securitization or transfer shall conclusively bind the Borrower. C. The Borrower shall be bound to accept any such securitization and any such sale, assignment, or transfer and the Borrower shall accept such other party (s) as creditors exclusively or as a joint creditor with the Lender, or as a creditor exclusively with the right of Lender to continue to exercise all powers hereunder on behalf of any such other party. The Borrower hereby also agrees and acknowledges that post such sale, assignment, or transfer by the Lender, the new Lender shall have the right to revise the Lender's PLR by linking the same to its own prime lending rate. D. Any cost in this behalf, whether on account of such sale, assignment or transfer or enforcement of rights and recovery of outstanding and dues shall be to the account of the Borrower. The Borrower undertakes to pay to third parties the Loan outstanding to the extent assigned by the Lender to the third party and to the Lender the portion of the Loan outstanding which has not been assigned by the Lender to the third parties. E. Without prejudice to the aforesaid provision, the Lender may (at its sole discretion), without notice to the Borrower, share the credit risk of the whole or any a part of the Facility with any other Person by way of participation. Notwithstanding such participation, all rights, title, interests, special status and other benefits and privileges enjoyed or conferred upon or held by the Lender under the Agreement and the other Transaction Documents shall remain valid, effective and enforceable by the Lender on the same terms and conditions and the Borrower shall continue to discharge in full all its rights and/or benefits under this Agreement or (b) (subject to Clauses 10.2 to 10.5) to novate its rights and obligations under this Agreementthe Agreement and the other Transaction Documents to the Lender. The words “CEP” and “CEP’s” wherever used in Clauses 10.2 to 10.5 shall be deemed to include CEP’s assignees and novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the Company to any such assignee, novatee or other successor or any participant or proposed assignee, novatee, successor or participant. 10.2 The person who is for the time being liable to perform CEP’s obligations under this Agreement (a “Transferring Bank”) shall be entitled to novate at any time, upon service of a notice on the Company in the form attached as Schedule One to this Agreement (a “Novation Notice”), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee, provided that such novation Borrower shall not result in a Credit being deemed impermissible under have and shall not claim any Beneficiary requirements regarding issuing privity of contract with such participating bank identity. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the Company (the “Novation Date”), the provisions account of Clause 10.3 shall have effect (but not otherwise)any reason whatsoever. 10.3 With effect from (and subject to the occurrence of) the Novation Date: 10.3.1 the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date; 10.3.2 the Company shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the Company shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank; 10.3.3 the Transferring Bank shall release and discharge the Company from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and 10.3.4 the Company shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the Permitted Transferee each of its obligations, without duplication, whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP. 10.4 Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 10.3, the Company undertakes to sign and return promptly each acknowledgement of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bank. 10.5 For the purposes of this Clause 10 a “Permitted Transferee” shall mean any holding company, subsidiary or affiliate of Citigroup Inc.

Assignment/Novation. 10.1 CEP has a full and unfettered right (a) to assign or otherwise dispose of the whole or any part of its rights and/or benefits under this Agreement or (b) (subject to Clauses 10.2 to 10.5) to novate its rights and obligations under this Agreement, in each case, to a Permitted Transferee. The words “"CEP” " and “"CEP’s” " wherever used in Clauses 10.2 to 10.5 shall be deemed to include CEP’s permitted assignees and novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the Company to any such permitted assignee, novatee or other successor or any participant or proposed permitted assignee, novatee, successor or participant; provided, however, that in connection with any such assignment or novation, CEP may disclose to the assignee or transferee or proposed assignee or proposed transferee any information relating to the Company furnished to CEP by or on behalf of the Company, provided that, prior to any such disclosure, the assignee or transferee or proposed assignee or proposed transferee shall agree to be subject to the same confidentiality obligations applicable to CEP with respect to any confidential information related to the Company and shall enter into a confidentiality agreement to such effect with CEP under which the Company is designated a third party beneficiary with the right to enforce the terms of such confidentiality agreement. 10.2 The person who is for the time being liable to perform CEP’s obligations under this Agreement (a “"Transferring Bank”") shall be entitled to novate at any time, upon service of a notice on the Company in the form attached as Schedule One to this Agreement (a “"Novation Notice”"), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee, provided that such novation shall not result in a Credit being deemed impermissible under any Beneficiary requirements regarding issuing bank identity. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the Company (the “"Novation Date”"), the provisions of Clause 10.3 shall have effect (but not otherwise). 10.3 With effect from (and subject to the occurrence of) the Novation Date: 10.3.1 the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date; 10.3.2 the Company shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the Company shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank; 10.3.3 the Transferring Bank shall release and discharge the Company from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and 10.3.4 the Company shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the Permitted Transferee each of its obligations, without duplication, obligations whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP. 10.4 Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 10.3, the Company undertakes to sign and return promptly each acknowledgement of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bank. 10.5 For the purposes of this Clause 10 a “"Permitted Transferee” " shall mean mean; i) any holding company, subsidiary or affiliate of Citigroup Inc.Inc, or; ii) subject to the Company’s consent (such consent not to be unreasonably withheld),any other third party.

Assignment/Novation. 10.1 CEP has a full and unfettered right may (a) to assign or otherwise dispose of the whole or any part of its rights and/or benefits under this Agreement or (b) (subject to Clauses 10.2 to 10.5) to novate its rights and obligations under this Agreement. CEP will give notice to the Company at least 10 Business Days prior to such assignment, disposition or novation. The words “CEP” and “CEP’s” wherever used in Clauses 10.2 to 10.5 shall be deemed to include CEP’s assignees and novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the Company to any such assignee, novatee or other successor or any participant or proposed assignee, novatee, successor or participant. 10.2 The person who is for the time being liable to perform CEP’s obligations under this Agreement (a “Transferring Bank”) shall be entitled to novate at any time, upon service of a notice on the Company in the form attached as Schedule One to this Agreement (a “Novation Notice”), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee, provided that such novation shall not result in a Credit being deemed impermissible under any Beneficiary requirements regarding issuing bank identity. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the Company (the “Novation Date”), the provisions of Clause 10.3 shall have effect (but not otherwise). 10.3 With effect from (and subject to the occurrence of) the Novation Date: 10.3.1 the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date; 10.3.2 the Company shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the Company shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank; 10.3.3 the Transferring Bank shall release and discharge the Company from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and 10.3.4 the Company shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the Permitted Transferee each of its obligations, without duplication, obligations whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP. 10.4 Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 10.3, the Company undertakes to sign and return promptly each acknowledgement of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bank. 10.5 For the purposes of this Clause 10 a “Permitted Transferee” shall mean any holding company, subsidiary or affiliate of Citigroup Inc.

Assignment/Novation. 10.1 CEP has a full and unfettered right (a) CEP, with the prior written approval of ASL, not to be unreasonably withheld, may assign or otherwise dispose of the whole or any part of its the rights and/or benefits under under, or the benefit of, this Agreement or (b) (subject to Clauses 10.2 to 10.5) to novate its rights and obligations under this Agreement. The words “CEP” and “CEP’s” wherever used in Clauses 10.2 to 10.5 shall be deemed to include CEP’s permitted assignees and novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the such Company to any such permitted assignee, novatee or other successor or any participant or proposed assignee, novatee, successor or participant. 10.2 The person who is for the time being liable to perform CEP’s obligations under this Agreement (a “Transferring Bank”) shall be entitled to novate at any time, upon service of a notice on the Company in the form attached as Schedule One to this Agreement (a “Novation Notice”), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee, provided that such novation shall not result in a Credit being deemed impermissible under any Beneficiary requirements regarding issuing bank identity. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the such Company (the “Novation Date”), the provisions of Clause 10.3 shall have effect (but not otherwise). 10.3 With effect from (and subject to the occurrence of) the Novation Date: 10.3.1 the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date; 10.3.2 the Company Companies shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company any of them on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the Company Companies shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank; 10.3.3 the Transferring Bank shall release and discharge the each Company from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and 10.3.4 the such Company shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the Permitted Transferee each of its obligations, without duplication, obligations whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP. 10.4 Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 10.3, the each Company (other than ASL) appoints ASL as its agent to sign and return and ASL undertakes to sign and return on behalf of itself and each other Company promptly each acknowledgement of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bank. 10.5 For the purposes of this Clause 10 a “Permitted Transferee” shall mean any holding company, subsidiary or affiliate of Citigroup Inc.

Assignment/Novation. 10.1 CEP has a full and unfettered right (a) to 17.5.1 Customer shall not assign or otherwise dispose of the whole transfer this Agreement, or any part interest therein, or any of its rights and/or benefits under this Agreement and obligations, in whole or (b) (subject to Clauses 10.2 to 10.5) to in part, without the prior written consent of Supplier. 17.5.2 Supplier may assign, transfer, novate or otherwise deal with its rights and obligations under this Agreement. The words “CEP” and “CEP’s” wherever used in Clauses 10.2 to 10.5 Agreement without the approval of the Customer (or if approval or consent is required as a matter of law, which approval or consent shall be deemed to include CEP’s assignees be given by this Agreement) to related corporations of Supplier or Telecommunication Carrier. Any such assignment, transfer, novation or other dealings with the rights and novatees obligations of Supplier under this Agreement shall take effect upon service on Customer of a notice thereof. In the event that Supplier novates all its rights, interest and other successorsobligations under this Agreement to its related corporation or the Telecommunication Carrier: (i) Customer agrees to be bound by this Agreement in every way as if such related corporation or Telecommunication Carrier, whether immediate as the case may be, were named in this Agreement as a party hereto in place of Supplier and references to Supplier shall upon and after any such assignment and transfer be construed as a reference to such related corporation or derivativeTelecommunication Carrier, who shall be entitled to enforce all rights and proceed upon this Agreement in the same manner as if named herein. CEP shall perform all obligations of Supplier and to be entitled to impart any information concerning the Company to any such assignee, novatee paid all sums due or other successor or any participant or proposed assignee, novatee, successor or participant. 10.2 The person who is for the time being liable to perform CEP’s obligations accruing due from Customer under this Agreement (a “Transferring Bank”) shall be entitled to novate as at any time, upon service the date of a notice on the Company in the form attached as Schedule One to this Agreement (a “Novation Notice”), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee, provided that such novation shall not result in a Credit being deemed impermissible under any Beneficiary requirements regarding issuing bank identity. With effect thereafter; and (ii) Customer agrees to release and discharge Supplier from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the Company (the “Novation Date”), the provisions of Clause 10.3 shall have effect (but not otherwise). 10.3 With effect from (and subject to the occurrence of) the Novation Date: 10.3.1 the Permitted Transferee shall be bound by the terms further performance of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge to waive any rights or all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell claims it has or fall to be performed or arose or arise on, before or after the Novation Date; 10.3.2 the Company shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company on and after the Novation Date may have against Supplier under this Agreement and all claims consents to such related corporation/Telecommunication Carrier to relocate any information or data relating to Customer (including Customer Information) to its premises and/or 17.5.3 Customer shall, if requested by Supplier, promptly execute such assignment or novation agreement in the form prescribed by Supplier and demands whatsoever in respect thereof against the Transferring Bank, and the Company shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank; 10.3.3 the Transferring Bank shall release and discharge the Company from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and 10.3.4 the Company shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the Permitted Transferee each of its obligations, without duplication, whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP. 10.4 Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 10.3, the Company undertakes to sign do all things and return promptly each acknowledgement execute all documents as may be necessary or desirable for the purpose of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bankenabling, facilitating and/or perfecting such assignment, transfer, novation or dealing. 10.5 For the purposes of this Clause 10 a “Permitted Transferee” shall mean any holding company, subsidiary or affiliate of Citigroup Inc.

Assignment/Novation. 10.1 CEP has a full and unfettered right (a) to assign or otherwise dispose of the whole or any part of its rights and/or benefits under this Agreement or (b) (subject to Clauses 10.2 to 10.5) to novate its rights and obligations under this Agreement. The words “CEP” and “CEP’s” wherever used in Clauses 10.2 to 10.5 shall be deemed to include CEP’s permitted assignees and permitted novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the Company Companies to any such permitted assignee, permitted novatee or other successor or any participant or proposed permitted assignee, permitted novatee, successor or participantparticipant provided such proposed permitted assignee, permitted novatee, successor or participant has agreed not to disclose such information except to a professional adviser that is bound by a duty of confidentiality. 10.2 The person who is for the time being liable to perform CEP’s obligations under this Agreement (a “Transferring Bank”) shall be entitled to novate at any time, upon service of a notice on the Company both Companies in the form attached as Schedule One to this Agreement (a “Novation Notice”), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee, provided that such novation shall not result in a Credit being deemed impermissible under any Beneficiary requirements regarding issuing bank identity. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the Company both Companies (the “Novation Date”), the provisions of Clause 10.3 shall have effect (but not otherwise). 10.3 With effect from (and subject to the occurrence of) the Novation Date: 10.3.1 the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all of CEP’s obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date; 10.3.2 the each Company shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the that Company on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the each Company shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank; 10.3.3 the Transferring Bank shall release and discharge the each Company from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and 10.3.4 the each Company shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the Permitted Transferee each of its obligations, without duplication, obligations whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP. 10.4 Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 10.3, the each Company undertakes to sign and return promptly each acknowledgement of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bank. 10.5 For the purposes of this Clause 10 a “Permitted Transferee” shall mean any holding company, subsidiary or affiliate of Citigroup Inc.