Common use of ASSIGNMENTS AND TRANSFERS BY BANKS Clause in Contracts

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 Any Bank may, at any time, assign all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 all or any of its rights, benefits and obligations to a person subject to the prior written consent of the Borrower and the Agent (such consent not to be unreasonably withheld or delayed provided that it is understood that such consent may be withheld in relation to a bank or financial institution whose primary business is similar to or in direct competition with that of the Group or where the Borrower reasonably considers that the credit-worthiness of the transferee bank is substantially below that of the transferor bank and provided further that the Borrower will be deemed to have given its consent ten business days after a Bank has requested it unless such consent is expressly refused by the Borrower within that time). Unless the Borrower and the Agent agree otherwise, any partial assignment, transfer or novation must be a minimum Commitment amount of £10,000,000 and an integral multiple of £1,000,000. 33.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.1, then, unless and until the assignee has agreed with the Agent, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 33.3.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, such Bank and the other parties hereto at such time shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 as “discharged rights and obligations”); 33.3.2 the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Obligors and such Transferee have assumed and/or acquired the same in place of the Obligors and such Bank; and 33.3.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer. 33.4 On the date upon which a transfer takes effect pursuant to Clause 33.3, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of £1,000. 33.5 If, at any time, a Bank assigns or transfers any of its rights, benefits and obligations hereunder or transfers its Facility Office and, at the time of such assignment or transfer there arises an obligation on the part of the Borrower under Clauses 12 and 14 to pay to that Bank or its assignee or transferee any amount in excess of the amount it would have then been obliged to pay but for the assignment or transfer then the Borrower shall not be obliged to pay the amount of such excess. 33.6 For the avoidance of doubt, if any Bank assigns all or any of its rights hereunder in accordance with Clause 33.1 or transfers all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, the relevant assignee or transferee, by accepting such assignment or entering into such transfer, shall represent to the Borrower that it is a Qualifying Bank, and agrees that it shall notify the Borrower if at any time it is not, or will cease to be, a Qualifying Bank as soon as reasonably practicable upon becoming aware of such event.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 39.1 Any Bank may, at any time, assign all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 39.3 all or any of its rights, benefits and obligations hereunder. Provided that the transferee is a Qualifying Bank and an Eligible Bank and (save in the case of an assignment of rights and benefits, or a transfer, to a person subject (i) any subsidiary or holding company, or to any subsidiary of any holding company, of such Bank or (ii) any other Bank) no such assignment or transfer may be made without the prior written consent of the Borrower and the Agent (such consent not to be unreasonably withheld or delayed provided that it is understood that such consent PLC. No Bank may be withheld enter into a sub-participation agreement in relation to a bank or financial institution whose primary business is similar to or in direct competition with that any of its rights and/or obligations under any Finance Document without the Group or where the Borrower reasonably considers that the credit-worthiness prior written consent of the transferee bank is substantially below that of the transferor bank and provided further that the Borrower will be deemed to have given its consent ten business days after a Bank has requested it unless such consent is expressly refused by the Borrower within that time). Unless the Borrower and the Agent agree otherwise, any partial assignment, transfer or novation must be a minimum Commitment amount of £10,000,000 and an integral multiple of £1,000,000PLC thereto. 33.2 39.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.139.1, then, unless and until the assignee has agreed with undertaken in favour of the AgentAgents, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the AgentAgents, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 39.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.139.1, then such transfer may be effected by the delivery to the Facility Agent (copied to PLC, the Dollar Swing- Line Agent and the Sterling Swing-Line Agent) of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Facility Agent: 33.3.1 (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, each of the Borrowers and such Bank and the other parties hereto at such time shall be released from further obligations towards one another hereunder and their respective rights and benefits against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 39.3 as “discharged rights and obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); 33.3.2 (ii) each of the Obligors Borrowers and the Transferee party thereto shall assume obligations towards one another and/or acquire rights and benefits against one another which differ from such discharged rights and obligations only insofar as the Obligors such Borrower and such Transferee have assumed and/or acquired the same in place of the Obligors such Borrower and such Bank; and 33.3.3 (iii) the AgentAgents, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer. 33.4 39.4 On the date upon which a transfer takes effect pursuant to Clause 33.339.3, the Transferee in respect of such transfer shall pay to the Facility Agent for its own account a transfer fee of £1,000(Pounds)300. 33.5 If, at any time, a Bank assigns or transfers any of its rights, benefits and obligations hereunder or transfers its Facility Office and, at the time of such assignment or transfer there arises an obligation on the part of the Borrower under Clauses 12 and 14 to pay to that Bank or its assignee or transferee any amount in excess of the amount it would have then been obliged to pay but for the assignment or transfer then the Borrower shall not be obliged to pay the amount of such excess. 33.6 For the avoidance of doubt, if any Bank assigns all or any of its rights hereunder in accordance with Clause 33.1 or transfers all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, the relevant assignee or transferee, by accepting such assignment or entering into such transfer, shall represent to the Borrower that it is a Qualifying Bank, and agrees that it shall notify the Borrower if at any time it is not, or will cease to be, a Qualifying Bank as soon as reasonably practicable upon becoming aware of such event.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 40.1 Assignments and Transfers Any Bank may, at any time, may assign all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 40.3 (Transfers by Banks) all or any of its rights, benefits and obligations hereunder or transfer its Facility Office Provided that: (i) (save in the case of an assignment of rights and benefits to a person subject any Affiliate of such Bank) no such assignment or transfer may be of an amount of less than ,3,000,000 (in the case of transfers or assignments in relation to Tranche A) or C$5,000,000 (in the case of transfers or assignments in relation to Tranche B) or may be made without the prior written consent of the Borrower and the Agent (Borrowers such consent not to be unreasonably withheld or delayed provided that it is understood that such consent may be withheld in relation to a bank or financial institution whose primary business is similar to or in direct competition with that of the Group or where the Borrower reasonably considers that the credit-worthiness of the transferee bank is substantially below that of the transferor bank and provided further that the Borrower will be deemed to have given its consent ten business days after a Bank has requested it unless such consent is expressly refused by the Borrower within that time). Unless the Borrower and the Agent agree otherwise, any partial assignment, transfer or novation must be a minimum Commitment amount of £10,000,000 and an integral multiple of £1,000,000. 33.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.1, then, unless and until the assignee has agreed with the Agent, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 33.3.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, such Bank and the other parties hereto at such time shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 as “discharged rights and obligations”); 33.3.2 the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Obligors and such Transferee have assumed and/or acquired the same in place of the Obligors and such Bank; and 33.3.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer. 33.4 On the date upon which a transfer takes effect pursuant to Clause 33.3, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of £1,000. 33.5 If, at any time, a Bank assigns or transfers any of its rights, benefits and obligations hereunder or transfers its Facility Office and, at the time of such assignment or transfer there arises an obligation on the part of the Borrower under Clauses 12 and 14 to pay to that Bank or its assignee or transferee any amount in excess of the amount it would have then been obliged to pay but for the assignment or transfer then the Borrower shall not be obliged to pay the amount of such excess. 33.6 For the avoidance of doubt, if it shall not be unreasonable for the Borrowers to withhold or delay their consent in the case of an assignment of rights and benefits to any proposed assignee whose long-term debt obligations are then rated below Baa3 by Xxxxx'x Investors Service, Inc. or below BBB- by Standard & Poor's Ratings Services); and (ii) any Tranche A1 Bank assigns all or which has agreed pursuant to Clause 2 (The Facilities) to an increase in its Available Tranche B1 Commitments in its capacity as Tranche B1 Bank and any of Tranche B1 Bank which has agreed pursuant to Clause 2 (The Facilities) to an increase in its rights hereunder Available Tranche A1 Commitments in accordance with Clause 33.1 or its capacity as Tranche A1 Bank must, at the same time as it transfers all or any portion of its rightsTranche A1 Commitment or, benefits and/or obligations hereunder as contemplated the case may be, its Tranche B1 Commitment transfer a pro rata portion of its Tranche B1 Commitment or, as the case may be, its Tranche A1 Commitment, in Clause 33.1each case to the same transferee. Notwithstanding the foregoing, the relevant assignee or transferee, by accepting no consent from any Obligor shall be required with respect to any such assignment or entering into such transfer, shall represent to the Borrower that it is a Qualifying Bank, and agrees that it shall notify the Borrower if transfer at any time it is not, or will cease after any notice has been delivered pursuant to be, a Qualifying Bank as soon as reasonably practicable upon becoming aware of such eventClause 29.17 (Acceleration and Cancellation).

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 32.01 Any Bank may, may at any time, time after consultation with the Borrower and in accordance with the terms of Clause 32.04 assign all or any of novate or otherwise transfer its rights and benefits hereunder obligations under the Financing Documents in part (in a minimum amount of £30,000,000 (or transfer its equivalent) or such lesser amount as the Agent may agree) or in accordance with Clause 33.3 all or any of its rights, benefits and obligations whole to a person subject to the prior written consent of Qualifying Bank provided that: (i) the Borrower and the Agent may continue to treat such Bank as a Bank named herein for all purposes hereof with respect to such assigned, novated or transferred rights and obligations until the Agent shall have received (a) an agreement in form and substance satisfactory to it providing that the assignee or transferee is bound by the Financing Documents with respect to such consent not rights and obligations as fully and to be unreasonably withheld the same extent as if it were the Bank originally obligated under such obligations or delayed provided that it is understood that owned such consent may be withheld rights and (b) its representation and warranty to the same effect as set forth in relation to a bank or financial institution whose primary business is similar to or in direct competition with that Clause 29.15 as of the Group or where the Borrower reasonably considers that the credit-worthiness effective date of the transferee bank is substantially below that of the transferor bank and provided further that the Borrower will be deemed to have given its consent ten business days after a Bank has requested it unless such consent is expressly refused by the Borrower within that time). Unless the Borrower and the Agent agree otherwise, any partial assignment, novation or transfer or novation must be a minimum Commitment amount of £10,000,000 and an integral multiple of £1,000,000. 33.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.1, then, unless and until the assignee has agreed with the Agent, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had or transferee; (ii) if it had been such a party hereto. 33.3 If any Bank wishes to transfer all or any of its rights, benefits and/or rights and obligations hereunder as contemplated in under the Financing Documents pursuant to this Clause 33.1, then 32 such transfer may be effected by way of a Transfer Certificate and such Transfer Certificate shall for the delivery purposes of this Clause 32 be deemed to be in a form and substance satisfactory to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of shall be effective from and including the Transfer Date specified (as defined therein); (iii) the Borrower and each Bank other than the Existing Bank (as defined in such any Transfer Certificate) hereby irrevocably authorise the Agent to execute that Transfer Certificate on its behalf as its agent and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such to deliver that executed Transfer Certificate to the Agent:New Bank (as therein defined) on its behalf; 33.3.1 (iv) upon compliance with sub-Clause (i) above, all payments in respect of the rights assigned, novated or transferred with respect to such Available Commitment or proportion of Advances or portion thereof shall be made to the extent that in such Transfer Certificate assignee or transferee, the Bank party thereto seeks assignee or transferee shall become a “Bank” for all purposes of the Financing Documents with respect to transfer its rights, benefits the rights and obligations hereunderassigned, novated or transferred to it, and the rights and obligations of the assigning or transferring Bank shall terminate; and (v) the assigning or transferring Bank shall pay the reasonable expenses of the Agent to administer and record any assignment, novation or transfer pursuant to this Clause 32 unless the assignee or transferee shall otherwise agree to pay such expenses, and the Agent shall have no obligation under sub-Clause (i) above to record or act on any such assignment, novation or transfer unless it receives payment or confirmation satisfactory to the Agent from the assigning or transferring Bank and or the assignee or transferee that such reasonable expenses shall be paid. 32.02 Nothing in this Clause 32 shall prevent any Bank from granting participations in its rights with respect to any Advance if the existence of such participations does not affect the rights or obligations of any of the other parties hereto at such time shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 as “discharged rights and obligations”); 33.3.2 the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Obligors and such Transferee have assumed and/or acquired the same in place of the Obligors and such Bank; and 33.3.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transferAgreement. 33.4 On 32.03 The New Bank (as defined in the Transfer Certificate) shall, on the date upon on which a an assignment or transfer takes effect pursuant to Clause 33.3effect, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of £1,000500. 33.5 If, 32.04 If Bank of Scotland proposes at any time, a Bank assigns time to cease to hold Commitrnents representing not less than 67% of the Total Commitments or transfers proposes at any time to resign as the Agent it will give eight weeks notice of its rights, benefits intention to do so to the Borrower and obligations hereunder or transfers its Facility Office and, at the time Borrower may (prior to the date of such assignment cessation or transfer there arises an obligation on resignation) prepay the part Advances made to it by Bank of the Borrower Scotland under Clauses 12 and 14 to pay to that Bank or its assignee or transferee any amount in excess of the amount it would have then been obliged to pay but for the assignment or transfer then the Borrower shall not be obliged to pay the amount of such excess. 33.6 For the avoidance of doubt, if any Bank assigns all or any of its rights hereunder this Agreement in accordance with Clause 33.1 or transfers all or the terms of this Agreement but without payment of any of its rights, benefits and/or obligations hereunder prepayment fee as contemplated is referred to in Clause 33.1, the relevant assignee or transferee, by accepting such assignment or entering into such transfer, shall represent to the Borrower that it is a Qualifying Bank, and agrees that it shall notify the Borrower if at any time it is not, or will cease to be, a Qualifying Bank as soon as reasonably practicable upon becoming aware of such event11.07 hereof.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 32.1 Any Bank may, at any time, assign all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 32.3 all or any of its rights, benefits and obligations to a person subject to the prior written consent of the Borrower and the Agent (except in relation to any assignment or transfer to an existing Bank or an Affiliate of any existing Bank) (in each case, such consent not to be unreasonably withheld or delayed provided that it is understood that such consent may be withheld in relation to a bank or financial institution whose primary business is similar to or in direct competition with that of the Group or where the Borrower reasonably considers that the credit-worthiness of the transferee bank is substantially below that of the transferor bank and provided further that the Borrower will be deemed to have given its consent ten business days after a Bank has requested it unless such consent is expressly refused by the Borrower within that time). Unless the Borrower and the Agent agree otherwise, any partial assignment, transfer or novation must be a minimum Commitment amount of £10,000,000 and an integral multiple of £1,000,0005,000,000. 33.2 32.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.132.1, then, unless and until the assignee has agreed with the Agent, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 32.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.132.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 33.3.1 32.3.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, such Bank and the other parties hereto at such time shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 32.3 as “"discharged rights and obligations”"); 33.3.2 32.3.2 the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Obligors and such Transferee have assumed and/or acquired the same in place of the Obligors and such Bank; and 33.3.3 32.3.3 the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer. 33.4 32.4 On the date upon which a transfer takes effect pursuant to Clause 33.332.3, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of £1,0001,500. 33.5 32.5 If, at any time, a Bank assigns or transfers any of its rights, benefits and obligations hereunder or transfers its Facility Office and, at the time of such assignment or transfer there arises an obligation on the part of the Borrower under Clauses 12 11 and 14 13 to pay to that Bank or its assignee or transferee any amount in excess of the amount it would have then been obliged to pay but for the assignment or transfer then the Borrower shall not be obliged to pay the amount of such excess. 33.6 32.6 For the avoidance of doubt, if any Bank assigns all or any of its rights hereunder in accordance with Clause 33.1 32.1 or transfers all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.132.1, the relevant assignee or transferee, by accepting such assignment or entering into such transfer, shall represent to the Borrower that it is a Qualifying Bank, and agrees that it shall notify the Borrower if at any time it is not, or will cease to be, a Qualifying Bank as soon as reasonably practicable upon becoming aware of such event. 32.7 No assignment or transfer under this Clause 32 will be effective until the Agent 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 Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 34.1 Any Bank may, at any time (with the prior written consent of the CRH Agent such consent not to be unreasonably withheld and to be deemed given 10 business days after the Bank has requested it unless expressly refused by the CRH Agent within that time, ) (a) assign all or any of its rights and benefits hereunder or (b) transfer in accordance with Clause 33.3 34.3 of this Clause 34 all or any of its rights, benefits and obligations hereunder, in each case to a person subject Qualifying Lender. In respect of a Bank’s Commitment no such transfer or assignment of a Bank’s Commitment may be made in respect of an amount of less than £3,000,000 (in the case of transfers of Facility A Commitment), unless such Bank’s Commitment is less than £3,000,000 and the transfer or assignment is in respect of the whole of that Bank’s Commitment, and all transfers and assignments shall be made pro rata a Bank’s Facility A Commitment and Facility B Commitment. However, no such consent shall be required for an assignment or transfer to an affiliate of that Bank provided that no breach of this Agreement shall result as a consequence thereof and the CRH Agent receives from that Bank at least 30 business days prior to the prior proposed assignment or transfer written consent details of the Borrower proposed transfer, including the name of the affiliate, its Facility Office(s) and its country of residence for tax purposes (and the Agent (name, Facility Office(s) and country of residence for tax purposes of its nominated affiliate, if any) except that no such consent not to be unreasonably withheld assignment or delayed provided that it transfer shall become effective unless the affiliate is understood that such consent may be withheld in relation to a bank or financial institution whose primary business is similar to or in direct competition with that of the Group or where the Borrower reasonably considers that the credit-worthiness of the transferee bank is substantially below that of the transferor bank and provided further that the Borrower will be deemed to have given its consent ten business days after a Bank has requested it unless such consent is expressly refused by the Borrower within that time). Unless the Borrower and the Agent agree otherwise, any partial assignment, transfer or novation must be a minimum Commitment amount of £10,000,000 and an integral multiple of £1,000,000Qualifying Lender. 33.2 34.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.134.1 of this Clause 34, then, unless and until the assignee has agreed with confirmed in writing to the Agent, for itself and for the Arrangers and the other Banks Parties, that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent, the Arrangers Agent and the other Banks Parties shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party heretoParty. 33.3 34.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.134.1 of this Clause 34, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate together with any necessary written consent of the CRH Agent given pursuant to Clause 34.1 of this Clause 34 in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 33.3.1 34.3.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, each of the Obligors and such Bank and the other parties hereto at such time shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 34.3 as “discharged rights and obligations”); 33.3.2 34.3.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Obligors such Obligor and such Transferee have assumed and/or acquired the same in place of the Obligors such Obligor and such Bank; and 33.3.3 34.3.3 the Agent, the ArrangersArranger, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer. 33.4 34.4 No assignee or transferee of a Bank’s rights hereunder shall be entitled to claim under the provisions of Clause 11 (Taxes) or 13 (Increased Costs) a sum in excess of that which the relevant assignor or, as the case may be, transferor would have been entitled to claim had such assignment or transfer not taken place provided that the above provisions of this Clause 34.4 shall apply to an assignee or transferee of a Bank’s rights hereunder only to the extent that those rights relate to an Advance outstanding at the time of such transfer and further provided that an assignee and transferee of a Bank’s rights and obligations hereunder may in any event make such a claim to the extent that such claim arises as a result of any of the following events occurring after such assignment or transfer (but subject always to the provisos to Clause 11 (Taxes) and Clause 13.1 of Clause 13 (Increased Costs)): 34.4.1 a change in law or treaty resulting in an obligation to make any payment subject to deduction or withholding of tax; or 34.4.2 any of the events mentioned in the opening Clause 13.1 of Clause 13 (Increased Costs). 34.5 No assignee or transferee of a Bank’s rights hereunder shall be entitled to claim under the provisions of Clause 14 (Illegality) except in circumstances in which the relevant assignor or, as the case may be, transferor, would have been entitled to make a similar claim had such assignment or transfer not taken place provided that the above provisions of this Clause 34.5 shall apply to an assignee or transferee of a Bank’s rights hereunder only to be extent that those rights relate to an Advance outstanding at the time of such transfer. 34.6 The Agent shall promptly notify the other Banks and the CRH Agent of the receipt by it of any Transfer Certificate and shall deliver a copy thereof to the CRH Agent. 34.7 If there is specified against a Bank’s name on the signing pages hereto a nominated affiliate in relation to certain Utilisations of the Facilities and such nominated affiliate executes this Agreement, such Bank may fulfil its obligation to participate in any such Utilisation by procuring that such nominated affiliate shall participate in the relevant Advance in the place of such Bank, whereupon such affiliate shall be entitled to the same rights and subject to the same obligations in relation to such Utilisation as if it had participated therein as a Bank provided always that for the purposes of calculating the Outstandings of a Bank which has exercised its rights under this Clause 34.7 such Bank (rather than such nominated affiliate) shall be deemed to have participated in the relevant Utilisation. 34.8 On the date upon which a transfer takes effect pursuant to Clause 33.334.3 of this Clause 34, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of £1,0001,250. 33.5 If, at any time, a Bank assigns or transfers any of its rights, benefits and obligations hereunder or transfers its Facility Office and, at the time of such assignment or transfer there arises an obligation on the part of the Borrower under Clauses 12 and 14 to pay to that Bank or its assignee or transferee any amount in excess of the amount it would have then been obliged to pay but for the assignment or transfer then the Borrower shall not be obliged to pay the amount of such excess. 33.6 For the avoidance of doubt, if any Bank assigns all or any of its rights hereunder in accordance with Clause 33.1 or transfers all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, the relevant assignee or transferee, by accepting such assignment or entering into such transfer, shall represent to the Borrower that it is a Qualifying Bank, and agrees that it shall notify the Borrower if at any time it is not, or will cease to be, a Qualifying Bank as soon as reasonably practicable upon becoming aware of such event.

ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 30.1 Any Bank may, at any time, assign all or any of its rights and benefits hereunder hereunder, sell participations in, or transfer in accordance with Clause 33.3 30.3 (but not otherwise) all or any of its rights, benefits and obligations hereunder to any person. Provided that: (i) no such assignment or transfer may be made: (a) unless the Bank also transfers or assigns to the same person a person subject pro rata share of its rights, benefits and obligations (if any) under the Credit Agreement and the Swiss Facility (unless such assignment or transfer is to an Eligible Assignee as defined in the Credit Agreement with the prior written consent of the Borrower Agent, which consent shall not be unreasonably withheld); (b) without the prior written consent of the Fronting Bank, the Overdraft Provider and the Agent (Agent, such consent not to be unreasonably withheld or delayed provided delayed, and the prior written consent of the Borrower if such assignment or transfer is made to any person that it is understood that not an Eligible Assignee as defined in the Credit Agreement and no Event of Default has occurred and is continuing, such consent may not to be unreasonably withheld in relation to a bank or financial institution whose primary business is similar to or in direct competition with that of delayed; and (c) if the Group or where the Borrower reasonably considers that the credit-worthiness of the transferee bank is substantially below that of the transferor bank and provided further result thereof would be that the Borrower will would be deemed liable to pay an additional amount or amounts pursuant to Clauses 14 or 15 which additional amount or amounts would not have given its consent ten business days after a Bank has requested it been payable had no such transfer or assignment occurred unless such consent is expressly refused by Transferee or assignee agrees to waive its rights to receive such additional amount or amounts and any rights under Clause 24 with respect to such amounts; and (ii) no such participation may be made unless: (a) the Borrower within that time). Unless relevant Bank remains the lender of record hereunder and the proposed participant does not become the lender of record hereunder; (b) the relevant Bank's obligations hereunder shall remain unchanged and it shall remain solely responsible for the performance thereof; (c) all parties hereto shall be entitled to deal solely with the relevant Bank in connection with its Commitment and other rights and obligations of the relevant Bank under the Finance Documents; (d) such Bank shall be solely responsible for any withholding taxes or filing or reporting requirements relating to such participation and shall hold harmless the Borrower and the Agent agree otherwiseagainst the same; (e) such participant shall represent and warrant that it does not engage in the same line of business as, or derive more than 10% of its revenues in the same line of business as, Borrower; and (f) any partial assignment, transfer such participant which is not an affiliate of the relevant Bank shall not be entitled to require the relevant Bank to take or novation must be a minimum Commitment omit to take any action under any Finance Document except action directly affecting the extension of the "Termination Date" hereunder or the reduction of the principal amount or the decrease in the rate of £10,000,000 and an integral multiple of £1,000,000interest payable hereunder or any fees related thereto. 33.2 30.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.130.1, then, unless and until the assignee has agreed with the Agent, the Arrangers Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent, the Arrangers Agent and the other Banks shall not be obliged to recognise recognize such assignee as having the rights against each of them which it would have had if it had been such a party hereto. 33.3 30.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.130.1, then such transfer may shall be effected by the delivery to the Borrower and the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 33.3.1 (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank and the other parties hereto at such time shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 30.3 as “"discharged rights and obligations”"); 33.3.2 (ii) the Obligors Borrower and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as the Obligors Borrower and such Transferee have assumed and/or acquired the same in place of the Obligors Borrower and such Bank; and; 33.3.3 (iii) the Agent, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer; and (iv) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its Commitment, the Transferee shall replace such Bank under the terms of any relevant Letter of Credit or Contract Guarantee. 33.4 30.4 On the date upon which a transfer takes effect pursuant to Clause 33.330.3, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of £1,000L500. 33.5 If30.5 The Borrower may, at any time and from time to time, upon notice to the Agent, request that a Bank assigns or transfers any different Lender specified by the Borrower be appointed as the Overdraft Provider. Promptly upon such other Lender agreeing to such request and repayment of all outstanding Short-Term Advances together with accrued interest thereon to the existing Overdraft Provider, the existing Overdraft Provider shall transfer to such Lender all (but not part) of its rights, benefits and obligations hereunder as the Overdraft Provider. Any transfer contemplated by this Clause 30.5 shall be effected by the delivery to the Borrower and the Agent of a duly completed and duly executed Overdraft Provider Transfer Certificate in which event, on the later of the Transfer Date specified in such certificate and the fifth business day after (or transfers its Facility Office and, at such earlier business day endorsed by the time Agent on such certificate falling on or after) the date of delivery of such assignment or transfer there arises an obligation on certificate to the part of Agent: (i) the Borrower under Clauses 12 and 14 to pay to that Bank or its assignee or transferee any amount in excess of the amount it Overdraft Provider shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled; (ii) the Borrower and the Overdraft Facility Transferee shall acquire the same rights and benefits and assume the same obligations towards one another as they would have then acquired and assumed had the Overdraft Facility Transferee been obliged to pay but for an original party hereto as the assignment or transfer then Overdraft Provider; and (iii) the Borrower Agents, the Overdraft Facility Transferee and the other parties hereto shall not be obliged to pay acquire the amount of such excess. 33.6 For same rights and benefits and assume the avoidance of doubt, if any Bank assigns all or any of its rights hereunder in accordance same obligations between themselves as they would have acquired and assumed had the Overdraft Facility Transferee been an original party hereto as the Overdraft Provider with Clause 33.1 or transfers all or any of its the rights, benefits and/or obligations hereunder acquired or assumed by it as contemplated in Clause 33.1, the relevant assignee or transferee, by accepting such assignment or entering into a result of such transfer, shall represent to the Borrower that it is a Qualifying Bank, and agrees that it shall notify the Borrower if at any time it is not, or will cease to be, a Qualifying Bank as soon as reasonably practicable upon becoming aware of such event.