Common use of Assignments and transfers by Lenders Clause in Contracts

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any Lender (the "Assignor") may at any time assign or otherwise transfer all or any part of its rights or obligations under this Agreement and any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitments. (b) A transfer of obligations shall not be effective until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and (ii) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance"). (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, the consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "Assignor"Existing Lender) may may, subject to the following provisions of this Subclause, at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and any Note to another bank, financial institution or to a trust, fund or other entity which is regularly engaged or established for the purpose of making, purchasing or otherwise investing in loans, securities or other financial assets (subject in the case of an New Lender), provided always that: (i) each assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction uniform, and not a varying percentage of the Total Revolving Credit Commitments. (b) A transfer of obligations shall not be effective until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and (ii) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance"). (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, the consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's all rights and obligations under this Agreement, and ; (ivii) no Lender each assignment or transfer shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except not result in increased liability to the extent Borrower; (iii) the Facility Agent shall provide to the Borrower details of the proposed new lenders at least seven (7) Business Days prior to the proposed transfer date and the Borrower shall approve or object to the identity of any one or more of the proposed new lenders on such amendment, consent list (such approval not to be unreasonably withheld or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advancesdelayed). In the case of any such participation, the Participant The relevant Lender shall be entitled to effect a transfer or assignment to any proposed new lender on such list to which the benefit Borrower has not objected on reasonable grounds within such seven (7) Business Day period; and (iv) a transfer fee of Clauses 9, 11, 12 and 26 as though it were also a two thousand Dollars (US$2,000) is paid by the new Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such NoteFacility Agent. (fb) Notwithstanding any other provision in this Agreement, any an Existing Lender may at any time create a Security Interest in, assign or pledge, all or transfer (including by way of novation) any portion of its rights and obligations under this Agreement: (i) to an Affiliate of the Existing Lender; or (ii) following the occurrence and interest in during the continuation of an Event of Default; or (iii) to KEIC, if required to do so by KEIC pursuant to the terms of the KEIC Policies, without the consent of the Borrower. (c) Unless the Borrower otherwise agrees (acting reasonably), a transfer of part of a Commitment or the rights and obligations under this Agreement and any Note by the Existing Lender must be in favor a minimum amount of any Federal Reserve Bank fifteen million Dollars (US$15,000,000) unless the Commitment of the Existing Lender is less than such amount in which case the whole of the Commitment of the Existing Lender may be transferred. (d) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Regulation A the following provisions of this Clause 28; or (ii) the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, New Lender confirms to the Facility Agent and such Federal Reserve Bank may enforce such pledge or security interest the Borrower in any manner permitted under applicable law, provided form and substance reasonably satisfactory to the Facility Agent and the Borrower that payment made it is bound by the Borrower or any Guarantor to or for terms of this Agreement, and, in each case, the account of any New Lender in respect enters into the Intercreditor Deed by way of an Advance made by such Lender shall satisfy Accession Agreement (as defined in the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(fIntercreditor Deed). (ge) On each occasion an Assignor assigns or transfers the transfer becoming effective in this manner, the relevant Lender will be released from its Commitment rights and/or obligations under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500extent that they are transferred to the New Lender. (hf) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Partiesthis Agreement.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "Assignor"Existing Lender) may at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and to any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another other bank or financial institution or to a trust fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheldNew Lender). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitments. (b) A The consent of the Original Borrower is required for any assignment or transfer unless the New Lender is another Lender or an Affiliate of obligations shall a Lender or an Event of Default is outstanding. The consent of the Original Borrower must not be effective until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and (ii) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance")unreasonably withheld or delayed. (c) From and after The Original Borrower may not withhold its consent solely because the date that assignment or transfer might increase the Administrative Mandatory Cost. (d) No assignment or transfer under this Clause will be effective until the Facility Agent notifies the Assignor 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 Facility Agent is not obliged to execute a Transfer Certificate until it has received completed all know your customer requirements to its satisfaction. (and provided its consent with respect toe) an executed Assignment and Acceptance, the consent A transfer of the Borrower thereto and payment of the fee provided in paragraph (g) below, obligations will be effective only if either: (i) the Assignee thereunder shall be a party hereto and, to obligations are novated in accordance with the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations following provisions of a Lender under this Agreement, Clause; or (ii) the Assignor shall, New Lender confirms to the extent Facility Agent and the Original Borrower in form and substance satisfactory to the Facility Agent that rights and obligations hereunder have been assigned it is bound by it pursuant to such Assignment and Acceptance, relinquish its rights and the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended extent that they are transferred to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefromNew Lender. (df) Nothing Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of £1,500. (g) Any reference in this Agreement shall restrict the ability of any to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuingby it under this Agreement. (eh) Any Lender may at The consent of each Issuing Bank is required for any time sell to one assignment or more commercial banks or other Persons not Affiliates transfer of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's ’s rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.

Assignments and transfers by Lenders. (a) Subject A Lender (the Existing Lender) may, subject to paragraphs the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank, financial institution or to a trust, fund or other entity which is regularly engaged or established for the purpose of making, purchasing or otherwise investing in loans, securities or other financial assets (the New Lender), provided always that: (i) each assignment or transfer shall be uniform, and not a varying percentage of all rights and obligations under this Agreement; (ii) each assignment or transfer shall not result in increased liability to the Borrower; (iii) the Facility Agent shall provide to the Borrower details of the proposed new lenders at least seven (7) Business Days prior to the proposed transfer date and the Borrower shall approve or object to the identity of any one or more of the proposed new lenders on such list (such approval not to be unreasonably withheld or delayed). The relevant Lender shall be entitled to effect a transfer or assignment to any proposed new lender on such list to which the Borrower has not objected on reasonable grounds within such seven (7) Business Day period; (iv) the Existing Lender shall first offer to transfer or assign its rights to a lender participating in an Existing Credit Facility. The lender will be deemed to have rejected the offer if such lender has not accepted within fifteen (15) days of receipt of the offer; (v) following primary syndication, at no time shall the number of Lenders exceed thirty five (35) unless the prior written consent of the Borrower is obtained (such consent not to be unreasonably withheld). (b) through (f) below, any An Existing Lender (the "Assignor") may at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and any Note to an Affiliate of the Existing Lender without the consent of the Borrower. (subject in c) Unless the case of an assignment or Borrower otherwise agrees (acting reasonably), a transfer of part only of its a Commitment or the rights or obligations, to and obligations under this Agreement by the Existing Lender must be in a minimum amount of $10,000,000 being assigned or transferred and to twenty five million Dollars (US$25,000,000) unless the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, Existing Lender is less than such amount in which case the prior consent whole of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall the Existing Lender will be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitmentstransferred. (bd) A transfer of obligations shall not will be effective until only if either: (i) written notice the obligations are novated in accordance with the following provisions of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and this Clause 28; or (ii) the Assignor New Lender confirms to the Facility Agent and the Assignee shall have delivered Borrower in form and substance reasonably satisfactory to the Borrower Facility Agent and the Administrative Agent Borrower that it is bound by the terms of this Agreement, and, in each case, the New Lender enters into the DPP by way of an Assignment and Acceptance Accession Agreement (as defined in the form of Schedule 5 ("Assignment and Acceptance"DPP). (ce) From and after On the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptancetransfer becoming effective in this manner, the consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a relevant Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled that they are transferred to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such NoteNew Lender. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest Any reference in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board to a Lender includes a New Lender but excludes a Lender if no amount is or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor be owed to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations it under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500Agreement. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) belowIn this Subclause, any Lender (the "Assignor") may at any time assign or otherwise transfer all or any part of its rights or obligations under this Agreement and any Note (subject SUCCESSFUL COMPLETION OF SYNDICATION has the meaning given in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred mandate letter dated 19th February 2003 and to made between the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided belowArrangers, the prior consent of the Administrative Agent Borrower and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitmentsothers. (b) A transfer of obligations shall not be effective until Lender (ithe EXISTING LENDER) written notice of such assignmentmay, together with payment instructions, addresses and related information with respect subject to the Assigneefollowing provisions of this Subclause, shall have been given at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person (the Borrower and the Administrative Agent by the Assignor and the Assignee and (ii) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance"NEW LENDER). (c) From Unless the Parent and the Facility Agent otherwise agree, after the date that successful completion of syndication a transfer of part of a Commitment or rights and obligations under this Agreement by the Administrative Agent notifies Existing Lender must be in a minimum amount of US$10,000,000. (d) The consent of the Assignor that Parent is required for any assignment or transfer unless: (i) the New Lender is another Lender or an Affiliate of a Lender; (ii) the successful completion of syndication has not occurred (in which circumstances the Arrangers must consult with the Parent about the identity of the New Lender); (iii) a Default is outstanding; or (iv) in relation to a transfer of a Facility B Commitment or a Facility C Commitment, the relevant Availability Period has ended or the relevant Facility has been drawn in full. (e) If it has received (and provided its consent with respect to) an executed Assignment and Acceptanceis required, the consent of the Borrower thereto and payment Parent must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent five Business Days after the Parent is given notice of a request for its consent, unless it is expressly refused by the fee provided in paragraph Parent within that time. (f) The Parent may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost. (g) below, A transfer of obligations will be effective only if either: (i) the Assignee thereunder shall be a party hereto and, to obligations are novated in accordance with the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations following provisions of a Lender under this Agreement, Clause; or (ii) the Assignor shall, New Lender confirms to the extent Facility Agent and the Parent in form and substance satisfactory to the Facility Agent that rights and obligations hereunder have been assigned it is bound by it pursuant to such Assignment and Acceptance, relinquish its rights and the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled that they are transferred to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500New Lender. (h) The Administrative Unless the Facility Agent shall promptly otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of US$1,500. (i) notify the other Contracting Parties of the receipt and execution on their behalf Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Partiesthis Agreement.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "AssignorExisting Lender") may may, subject to the following provisions of this Subclause, at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and to any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution 105 -------------------------------------------------------------------------------- other person (the "AssigneeNew Lender") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment Facility Agent, as agent for the Company, shall maintain a book-entry registration transfer system (the "Register") for the purpose of $10,000,000 applicable all transfers made pursuant to partial assignments Clause 27.2 or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit CommitmentsClause 27.3. (b) A transfer of obligations shall not will be effective until only if either: (i) written notice the obligations are novated in accordance with the following provisions of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and this Clause; or (ii) the Assignor New Lender confirms to the Facility Agent and the Assignee shall have delivered Company in form and substance satisfactory to the Borrower and the Administrative Facility Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance"). (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, is bound by the consent terms of this Agreement as a Lender. On the Borrower thereto and payment of transfer becoming effective in this manner the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Existing Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and will be released from its obligations under this Agreement and to the extent that they are transferred to the New Lender. (iiic) Unless the AssignorFacility Agent otherwise agrees, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued New Lender must pay to the Assignee and Facility Agent for its own account, on or before the Assignordate any assignment or transfer occurs, as appropriate. Immediately upon each Assignee's making its a fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom(pound)1,000. (d) Nothing Any reference in this Agreement shall restrict the ability of any to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuingby it under this Agreement. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in of this Agreement, any Lender may at any time create a Security Interest in, or pledge, the transfer of all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A part of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations under this Agreement the Bridge Finance Documents shall not be effective until such transfer is recorded on the Register and prior to such recordation all amounts owing to the Existing Lender with respect to such rights and/or obligations shall remain owing to the Existing Lender. The registration of the assignment, novation or transfer of all or any Note, part of rights and/or obligations under the Assignee Bridge Finance Documents shall be recorded by the Facility Agent on the date Register only upon the acceptance by the Facility Agent of a properly executed and delivered Transfer Certificate pursuant to Clause 27.3 or the satisfaction of the assignment and/or transfer, pay to requirements of Clause 27.2(b)(ii) (at which time the Administrative Agent for its own account a fee of $2,500. (h) The Administrative Facility Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 be required to reflect register the relevant assignment or transfer and distribute on the revised Schedule 1 to the other Contracting PartiesRegister).

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "AssignorEXISTING LENDER") may may, subject to the following provisions of this Subclause and Subclause 7.2 (Assignments and transfers), at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and to any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution other person (the "AssigneeNEW LENDER") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment Facility Agent, as agent for the Borrowers, shall maintain a book-entry registration transfer system (the "REGISTER") for the purpose of $10,000,000 applicable all transfers made pursuant to partial assignments Clause 32.2 or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit CommitmentsClause 32.3. (b) A transfer of obligations shall not will be effective until only if either: (i) written notice the obligations are novated in accordance with the following provisions of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and this Clause; or (ii) the Assignor New Lender confirms to the Facility Agent and the Assignee shall have delivered Company in form and substance satisfactory to the Borrower and the Administrative Facility Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance"). (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, is bound by the consent terms of this Agreement as a Lender. On the Borrower thereto and payment of transfer becoming effective in this manner the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Existing Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and will be released from its obligations under this Agreement and to the extent that they are transferred to the New Lender. (iiic) Unless the AssignorFacility Agent otherwise agrees, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued New Lender must pay to the Assignee and Facility Agent for its own account, on or before the Assignordate any assignment or transfer occurs, as appropriate. Immediately upon each Assignee's making its a fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefromL1,000. (d) Nothing Any reference in this Agreement shall restrict the ability of any to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuingby it under this Agreement. (e) Any Lender may at Notwithstanding any time sell to one or more commercial banks or other Persons not Affiliates provision of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall the transfer or grant any participating interest under which the Participant has rights to approve any amendment to, of all or any consent or waiver part of the rights and/or obligations under the Finance Documents shall not be effective until such transfer is recorded on the Register and prior to such recordation all amounts owing to the Existing Lender with respect to, this Agreement (except to such rights and/or obligations shall remain owing to the extent such amendmentExisting Lender. The registration of the assignment, consent novation or waiver relates transfer of all or any part of rights and/or obligations under the Finance Documents shall be recorded by the Facility Agent on the Register only upon the acceptance by the Facility Agent of a properly executed and delivered Transfer Certificate pursuant to any fees payable hereunder Clause 32.3 or the amount satisfaction of principal the requirements of or the rate Clause 32.2(b)(ii) (at which interest is payable time the Facility Agent shall be required to register the relevant transfer on the Advances, or the dates fixed for payments of principal of or interest on the AdvancesRegister). In the case of any such participation, the Participant shall be entitled to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this AgreementUnless the Facility Agent and the New Lender agree otherwise, any the New Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance must accede to the extent German Law Security Trust Agreement referred to in Part I of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). Schedule 2 (gConditions precedent documents) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations in paragraph B(n) under this Agreement or any Note, the Assignee shall heading "Security Documents" on the date the transfer of the assignment and/or transfer, pay obligations to the Administrative Agent for its own account a fee of $2,500. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.New Lender becomes effective. 119

Assignments and transfers by Lenders. (a) Subject A Lender (the Existing Lender) may, subject to paragraphs the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank, financial institution or to a trust, fund or other entity which is regularly engaged or established for the purpose of making, purchasing or otherwise investing in loans, securities or other financial assets (the New Lender), provided always that: (i) each assignment or transfer shall be uniform, and not a varying percentage of all rights and obligations under this Agreement; (ii) each assignment or transfer shall not result in increased liability to the Borrowers; and (iii) the Facility Agent shall provide to the Borrowers details of the proposed new lenders at least seven (7) Business Days prior to the proposed transfer date and the Borrowers shall approve or object to the identity of any one or more of the proposed new lenders on such list (such approval not to be unreasonably withheld or delayed). The relevant Lender shall be entitled to effect a transfer or assignment to any proposed new lender on such list to which the Borrowers have not objected on reasonable grounds within such seven (7) Business Day period. (b) through (f) below, any An Existing Lender (the "Assignor") may at any time assign or otherwise transfer all or (including by way of novation) any part of its rights and obligations under this Agreement: (i) to an Affiliate of the Existing Lender; or (ii) following the occurrence and during the continuation of an Event of Default, without the consent of the Borrowers. (c) Unless the Borrowers otherwise agree (acting reasonably), a transfer of part of a Commitment or the rights and obligations under this Agreement and any Note (subject by the Existing Lender must be in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to twenty five million Dollars (US$25,000,000) unless the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") withExisting Lender is less than such amount, subject as provided below, in which case the prior consent whole of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall the Existing Lender may be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitmentstransferred. (bd) A transfer of obligations shall not will be effective until only if either: (i) written notice the obligations are novated in accordance with the following provisions of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and this Clause 28; or (ii) the Assignor New Lender confirms to the Facility Agent and the Assignee shall have delivered Borrowers in form and substance reasonably satisfactory to the Borrower Facility Agent and the Administrative Agent an Assignment and Acceptance in Borrowers that it is bound by the form terms of Schedule 5 ("Assignment and Acceptance")this Agreement. (ce) From and after On the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptancetransfer becoming effective in this manner, the consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a relevant Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled that they are transferred to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such NoteNew Lender. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest Any reference in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board to a Lender includes a New Lender but excludes a Lender if no amount is or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor be owed to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations it under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500Agreement. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "Assignor"EXISTING LENDER) may may, subject to the following provisions of this Subclause, at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and any Note (subject in the case of an assignment to another bank, financial institution or transfer of part only of its rights or obligations, to a minimum amount trust, fund or other entity which is regularly engaged or established for the purpose of $10,000,000 being assigned making, purchasing or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank otherwise investing in loans, securities or other financial institution assets (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheldNEW LENDER). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitments. (b) A transfer of obligations shall not be effective until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to Unless the Borrower and the Administrative Facility Agent otherwise agree, a transfer of part of a Commitment or the rights and obligations under this Agreement by the Assignor and the Assignee and Existing Lender must be in a minimum amount of five million Dollars (ii) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance"US$5,000,000). (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, the The consent of the Borrower thereto and payment of is required for any assignment or transfer unless the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations New Lender is another Lender or an Affiliate of a Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. The consent of the Borrower must not be unreasonably withheld or delayed. (d) A transfer of obligations will be effective only if: (i) the obligations are novated in accordance with the following provisions of this Clause; and (ii) the New Lender confirms to the Facility Agent and the Borrower in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender; and (iii) the New Lender enters into the Subordination Deed by a Deed of Accession (as defined in the Subordination Deed). (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of Unless the Borrower (a "Participant") participating interests in any Advances made by such LenderFacility Agent otherwise agrees, the Revolving Credit Commitment of such New Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except must pay to the extent such amendmentFacility Agent for its own account, consent on or waiver relates to before the date any fees payable hereunder assignment or the amount transfer occurs, a fee of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advancesthree thousand five hundred Dollars (US$3,500). In the case of any such participation, the Participant shall be entitled to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest Any reference in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board to a Lender includes a New Lender but excludes a Lender if no amount is or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor be owed to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations it under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500Agreement. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "Assignor"Existing Lender) may may, subject to the following provisions of this Subclause, at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and to any Note (subject in the case of an assignment or transfer of part only of its rights or obligationsother person, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another any other bank or financial institution or to a trust fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheldNew Lender). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitments. (b) A Unless the Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or the rights and obligations shall not be effective until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent under this Agreement by the Assignor and the Assignee and (ii) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Existing Lender must be in the form a minimum amount of Schedule 5 ("Assignment and Acceptance")euro10,000,000. (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, the The consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, Company is required for an assignment or transfer by a Lender unless: (i) the Assignee thereunder shall be a party hereto and, assignment of transfer is to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations another Lender or an Affiliate of a Lender; or (ii) an Event of Default is outstanding. (d) The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent five Business Days after the Lender under has requested it unless consent is expressly refused by the Company within that time. (e) The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost unless the Mandatory Cost is itself a material amount and such increase is material. (f) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Agreement, Clause; or (ii) the Assignor shall, New Lender confirms to the extent Facility Agent and the Company in form and substance satisfactory to the Facility Agent and the Company that rights and obligations hereunder have been assigned it is bound by it pursuant to such Assignment and Acceptance, relinquish its rights and the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled that they are transferred to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f)New Lender. (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations under this Agreement or any NoteUnless the Facility Agent otherwise agrees, the Assignee shall on the date of the assignment and/or transfer, New Lender must pay to the Administrative Facility Agent for its own account account, on or before the date any assignment or transfer occurs, a fee of $2,500euro2,000. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Partiesthis Agreement.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any 32.01 Any Lender (the "Assignor") may at any time assign or otherwise transfer all or any part of its rights or obligations under this Agreement and any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and after consultation with the Borrower (in each case not to be unreasonably withheld). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately and in accordance with the cancellation terms of Clause 32.04 assign or reduction of the Total Revolving Credit Commitments. (b) A transfer of obligations shall not be effective until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and (ii) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance"). (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, the consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign novate or otherwise transfer its rights and obligations under the Financing Documents in part (in a minimum amount of £5,000,000 (or its equivalent) or such lesser amount as the Agent may agree) or in whole to any Affiliate of such Lender a bank or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing.financial institution provided that: (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's Borrower and the Agent may continue to treat such Lender as a Lender 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 rights and obligations as fully and to the same extent as if it were the Lender originally obligated under this Agreement shall remain unchangedsuch obligations or owned such rights and (b) its representation and warranty to the same effect as set forth in Clause 29.15 as of the effective date of the assignment, novation or transfer to such assignee or transferee; (ii) if any Lender wishes to transfer all or any of its rights and obligations under the Originator Financing Documents pursuant to this Clause 32 such transfer may be effected by way of a Transfer Certificate and such Transfer Certificate shall remain solely responsible for the performance purposes of such obligations, this Clause 32 be deemed to be in a form and substance satisfactory to the Agent and shall be effective from and including the Transfer Date (as defined therein); (iii) the Borrower and each Lender other than the Administrative Existing Lender (as defined in any Transfer Certificate) hereby irrevocably authorise the Agent to execute that Transfer Certificate on its behalf as its agent and to deliver that executed Transfer Certificate to the New Lender (as therein defined) on its behalf; (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 assignee or transferee, the assignee or transferee shall become a “Lender” for all purposes of the Financing Documents with respect to the rights and obligations assigned, novated or transferred to it, and the rights and obligations of the assigning or transferring Lender shall terminate; and (v) the assigning or transferring Lender 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 continue have no obligation under sub-Clause (i) above to deal solely and directly with record or act on any such assignment, novation or transfer unless it receives payment or confirmation satisfactory to the Originator in connection with Agent from the Originatorassigning or transferring Lender or the assignee or transferee that such reasonable expenses shall be paid. (vi) any such assignment, novation or transfer must be of the same percentage of such Lender's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of Tranche A and Tranche B. 32.02 Nothing in this Clause 32 shall prevent any Lender from granting participations in its participating interest in amounts owing under this Agreement or such Note rights with respect to the same extent as any Advance if the amount existence of its participating interest were owing directly such participations does not affect the rights or obligations of any of the other parties to it as a Lender under this Agreement or such NoteAgreement. 32.03 The New Lender (fas defined in the Transfer Certificate) Notwithstanding any other provision in this Agreementshall, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations under this Agreement or any Note, the Assignee shall on the date of the on which an assignment and/or transferor transfer takes effect, pay to the Administrative Agent for its own account a fee of $2,500£500. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties 32.04 If Bank of Scotland proposes at any time to cease to hold Commitments representing not less than 67% of the receipt Total Commitments or proposes at any time to resign as the Agent it will give eight weeks notice of its intention to do so to the Borrower and execution on their behalf the Borrower may (prior to the date of such cessation or resignation) prepay the Advances made to it by it Bank of Scotland under this Agreement in accordance with the terms of this Agreement but without payment of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 prepayment fee as is referred to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Partiesin Clause 11.07 hereof.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "Assignor"Existing Lender) may may, subject to the following provisions of this Clause 30.2, and the terms of the Syndication Letter at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withhelda New Lender). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitments. (b) A The Obligors’ Agent shall be notified by the Facility Agent of any assignment or transfer (including by way of novation) by an Existing Lender of that Existing Lender’s rights and obligations shall not be effective until (i) written notice under the Facility or any sub-participation in respect of the Facility in each case promptly on or before the occurrence of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and (ii) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance")assignment or transfer or sub-participation. (c) From Unless the Obligors’ Agent and after the Facility Agent, (both acting reasonably), otherwise agree, a transfer of part of a Commitment under this Agreement by the Existing Lender must not result in that Existing Lender or the New Lender having a Commitment in a Facility of less than Euro 25,000,000 (or its equivalent). (d) Unless otherwise agreed by each Issuing Entity, until the later of the end of the Availability Period for Avales and the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, the consent of prepayment or repayment in full of the Borrower thereto Avales no assignment or transfer (including by way of novation) of any Lender’s rights and payment of the fee provided in paragraph (g) below, obligations under a Facility may be effected unless: (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a New Lender under this Agreement, is an Acceptable Transferee; or (ii) the Assignor shall, New Lender has provided cash cover in accordance with Clause 30.10 (Cash Cover) below to each Issuing Entity whose consent to such transfer has not been obtained. (e) The Facility Agent is not obliged to execute a Transfer Certificate or approve any confirmation in accordance with paragraph (f)(ii) below until it has completed all know your customer requirements to its satisfaction. The Facility Agent must complete all know your customer requirements expeditiously and must promptly notify the Existing Lender and the New Lender if there are any such requirements. (f) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Clause 30; or (ii) the New Lender confirms to the extent Facility Agent and the Obligors’ Agent in form and substance satisfactory to the Facility Agent and Obligors’ Agent that rights and obligations hereunder have been assigned it is bound by it pursuant to such Assignment and Acceptance, relinquish its rights and the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled that they are transferred to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f)New Lender. (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations under this Agreement or any NoteUnless the Facility Agent otherwise agrees, the Assignee shall on the date of the assignment and/or transfer, New Lender must pay to the Administrative Facility Agent for its own account account, on or before the date any assignment or transfer occurs, a fee of $2,500Euro 1,500. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Partiesthis Agreement.

Assignments and transfers by Lenders. (a) Subject A Lender (the Existing Lender) may, subject to paragraphs the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank, financial institution or to a trust, fund or other entity which is regularly engaged or established for the purpose of making, purchasing or otherwise investing in loans, securities or other financial assets (the New Lender), provided always that: (i) each assignment or transfer shall be uniform, and not a varying percentage of all rights and obligations under this Agreement; (ii) each assignment or transfer shall not result in increased liability to the Borrower; (iii) the Facility Agent shall provide to the Borrower details of the proposed new lenders at least seven (7) Business Days prior to the proposed transfer date and the Borrower shall approve or object to the identity of any one or more of the proposed new lenders on such list (such approval not to be unreasonably withheld or delayed). The relevant Lender shall be entitled to effect a transfer or assignment to any proposed new lender on such list to which the Borrower has not objected on reasonable grounds within such seven (7) Business Day period; (iv) at no time shall the number of Lenders exceed thirty five (35) unless the prior written consent of the Borrower is obtained (such consent not to be unreasonably withheld); and (v) a transfer fee of three thousand Dollars (US$3,000) is paid by the new Lender to the Facility Agent. (b) through (f) below, any An Existing Lender (the "Assignor") may at any time assign or otherwise transfer all or (including by way of novation) any part of its rights and obligations under this Agreement: (i) to an Affiliate of the Existing Lender; or (ii) following the occurrence and during the continuation of an Event of Default, without the consent of the Borrower. (c) Unless the Borrower otherwise agrees (acting reasonably), a transfer of part of a Commitment or the rights and obligations under this Agreement and any Note (subject by the Existing Lender must be in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to twenty five million Dollars (US$25,000,000) unless the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, Existing Lender is less than such amount in which case the prior consent whole of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall the Existing Lender may be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitmentstransferred. (bd) A transfer of obligations shall not will be effective until only if either: (i) written notice the obligations are novated in accordance with the following provisions of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and this Clause 28; or (ii) the Assignor New Lender confirms to the Facility Agent and the Assignee shall have delivered Borrower in form and substance reasonably satisfactory to the Borrower Facility Agent and the Administrative Agent an Assignment and Acceptance in Borrower that it is bound by the form terms of Schedule 5 ("Assignment and Acceptance")this Agreement. (ce) From and after On the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptancetransfer becoming effective in this manner, the consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a relevant Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled that they are transferred to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such NoteNew Lender. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest Any reference in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board to a Lender includes a New Lender but excludes a Lender if no amount is or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor be owed to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations it under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500Agreement. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "Assignor"Existing Lender) may may, subject to the following provisions of this Subclause, at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and any Note to another bank, financial institution or to a trust, fund or other entity which is regularly engaged or established for the purpose of making, purchasing or otherwise investing in loans, securities or other financial assets (subject in the case of an New Lender), provided always that: (i) each assignment or transfer shall be uniform, and not a varying percentage of part only all rights and obligations under this Agreement; (ii) each assignment or transfer shall not result in increased liability to the Borrower; (iii) the Facility Agent shall provide to the Borrower details of the proposed new lenders at least seven (7) Business Days prior to the proposed transfer date and the Borrower shall approve or object to the identity of any one or more of the proposed new lenders on such list (such approval not to be unreasonably withheld or delayed). The relevant Lender shall be entitled to effect a transfer or assignment to any proposed new lender on such list to which the Borrower has not objected on reasonable grounds within such seven (7) Business Day period; (iv) the Existing Lender shall first offer to transfer or assign its rights or obligations, to a minimum amount lender participating in an Existing Credit Facility. The lender will be deemed to have rejected the offer if such lender has not accepted within fifteen (15) days of $10,000,000 being assigned or transferred and to receipt of the Assignor retaining a minimum Commitment offer; (v) during primary syndication the number of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, Lenders shall not exceed 20 unless the prior written consent of the Administrative Agent and the Borrower is obtained (in each case such consent not to be unreasonably withheld). The minimum Commitment ; (vi) following primary syndication, the Arrangers shall use their best commercial efforts to maintain the number of $10,000,000 applicable to partial assignments or transfers Lenders at twenty (20) and at no time shall be reduced proportionately in accordance with the cancellation or reduction number of Lenders exceed twenty five (25) unless the prior written consent of the Total Revolving Credit CommitmentsBorrower is obtained (such consent not to be unreasonably withheld). (b) A Unless the Borrower otherwise agrees (acting reasonably), a transfer of part of a Commitment or the rights and obligations shall not be effective until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent under this Agreement by the Assignor and Existing Lender must be in a minimum amount of twenty five million Dollars (US$25,000,000) unless the Assignee and (ii) Commitment of the Assignor and Existing Lender is less than such amount in which case the Assignee shall have delivered to whole of the Borrower and Commitment of the Administrative Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance")Existing Lender may be transferred. (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, the consent A transfer of the Borrower thereto and payment part of the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have Commitment or the rights and obligations of a Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement by the Existing Lender will be pro rata between its Tranche A Commitments and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefromTranche B Commitments. (d) Nothing in this Agreement shall restrict the ability A transfer of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations will be effective only if an Event of Default has occurred and is continuing.either: (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank novated in accordance with Regulation A the following provisions of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.28; or

Assignments and transfers by Lenders. (a) Subject A Lender (the Existing Lender) may, subject to paragraphs the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank, financial institution or to a trust, fund or other entity which is regularly engaged or established for the purpose of making, purchasing or otherwise investing in loans, securities or other financial assets (the New Lender), provided always that: (i) each assignment or transfer shall be uniform, and not a varying percentage of all rights and obligations under this Agreement; (ii) each assignment or transfer shall not result in increased liability to the Borrower; (iii) the Facility Agent shall provide to the Borrower details of the proposed new lenders at least seven (7) Business Days prior to the proposed transfer date and the Borrower shall approve or object to the identity of any one or more of the proposed new lenders on such list (such approval not to be unreasonably withheld or delayed). The relevant Lender shall be entitled to effect a transfer or assignment to any proposed new lender on such list to which the Borrower has not objected on reasonable grounds within such seven (7) Business Day period; (iv) at no time shall the number of Tranche A Lenders exceed six (6), Tranche B Lenders exceed six (6) or Revolver Lenders exceed two (2) unless the prior written consent of the Borrower is obtained (such consent not to be unreasonably withheld); and (v) a transfer fee of three thousand Dollars (US$3,000) is paid by the new Lender to the Facility Agent. (b) through (f) below, any An Existing Lender (the "Assignor") may at any time assign or otherwise transfer all or (including by way of novation) any part of its rights and obligations under this Agreement: (i) (other than KEXIM) to an Affiliate of the Existing Lender; or (ii) following the occurrence and during the continuation of an Event of Default, without the consent of the Borrower. (c) Unless the Borrower otherwise agrees (acting reasonably), a transfer of part of a Commitment or the rights and obligations under this Agreement and any Note (subject by the Existing Lender must be in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to twenty five million Dollars (US$25,000,000) unless the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, Existing Lender is less than such amount in which case the prior consent whole of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall the Existing Lender may be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitmentstransferred. (bd) A transfer of obligations shall not will be effective until only if either: (i) written notice the obligations are novated in accordance with the following provisions of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and this Clause 28; or (ii) the Assignor New Lender confirms to the Facility Agent and the Assignee shall have delivered Borrower in form and substance reasonably satisfactory to the Borrower Facility Agent and the Administrative Agent an Assignment and Acceptance in Borrower that it is bound by the form terms of Schedule 5 ("Assignment and Acceptance")this Agreement. (ce) From and after On the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptancetransfer becoming effective in this manner, the consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a relevant Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled that they are transferred to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such NoteNew Lender. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest Any reference in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board to a Lender includes a New Lender but excludes a Lender if no amount is or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor be owed to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations it under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500Agreement. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "Assignor"Existing Lender) may may, subject to the following provisions of this Clause 27.1, at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and any Note (subject in the case of an assignment to another bank, financial institution or transfer of part only of its rights or obligations, to a minimum amount trust, fund or other entity which is regularly engaged or established for the purpose of $10,000,000 being assigned making, purchasing or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank otherwise investing in loans, securities or other financial institution assets (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheldNew Lender). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitments. (b) A The prior written consent of the Borrower is required for an assignment or transfer of obligations shall not be effective until unless that assignment or transfer is: (i) written notice to another Lender or an Affiliate of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and a Lender; (ii) if the Assignor and Existing Lender is a fund, to a fund which is a Related Fund of the Assignee shall Existing Lender; or (iii) made at a time when an Event of Default is continuing. The Borrower will be deemed to have delivered to given its consent five (5) Business Days after it has received a request in writing from the Existing Lender for such consent unless consent is expressly refused by the Borrower and the Administrative Agent within that time. The Borrower may withhold its consent to an Assignment and Acceptance assignment or transfer to a “loan-to-own” fund, or any person known to buy distressed debt and/or non performing loans with intent to pursue active enforcement policies or to follow an investment strategy that is characterised by short-term position taking in the form relation to corporate, project or asset finance debt (or any Affiliate of Schedule 5 ("Assignment and Acceptance"such person). (c) From A transfer of obligations will be effective only if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, the consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, either: (i) the Assignee thereunder shall be a party hereto and, to obligations are novated in accordance with the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations following provisions of a Lender under this Agreement, Clause 27; or (ii) the Assignor shall, New Lender confirms to the extent Facility Agent and the Borrower in form and substance reasonably satisfactory to the Facility Agent and the Borrower that rights and obligations hereunder have been assigned it is bound by it pursuant to such Assignment and Acceptancethe terms of this Agreement. (d) On the transfer becoming effective in this manner, relinquish its rights and the relevant Lender will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended extent that they are transferred to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuingNew Lender. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests reference in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this AgreementWhere the Borrower’s consent to a transfer or assignment is not required pursuant to paragraph (b) above, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A the Facility Agent shall notify the Borrower of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by identity of the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f)New Lender. (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant Any assignment or transfer and distribute the revised Schedule 1 pursuant to the other Contracting Partiesthis Clause 27 by an Existing Lender must be of a minimum amount of US$2,000,000, provided that at no time may there be more than ten (10) Lenders under this Agreement.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "AssignorExisting Lender") may may, subject to the following provisions of this Subclause and Subclause 7.2 (Assignments and transfers), at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and to any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution other person (the "AssigneeNew Lender") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment Facility Agent, as agent for the Borrowers, shall maintain a book-entry registration transfer system (the "Register") for the purpose of $10,000,000 applicable all transfers made pursuant to partial assignments Clause 32.2 or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit CommitmentsClause 32.3. (b) A transfer of obligations shall not will be effective until only if either: (i) written notice the obligations are novated in accordance with the following provisions of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and this Clause; or (ii) the Assignor New Lender confirms to the Facility Agent and the Assignee shall have delivered Company in form and substance satisfactory to the Borrower and the Administrative Facility Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance"). (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, is bound by the consent terms of this Agreement as a Lender. On the Borrower thereto and payment of transfer becoming effective in this manner the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Existing Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and will be released from its obligations under this Agreement and to the extent that they are transferred to the New Lender. (iiic) Unless the AssignorFacility Agent otherwise agrees, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued New Lender must pay to the Assignee and Facility Agent for its own account, on or before the Assignordate any assignment or transfer occurs, as appropriate. Immediately upon each Assignee's making its a fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom(pound)1,000. (d) Nothing Any reference in this Agreement shall restrict the ability of any to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing.by it under this Agreement. -------------------------------------------------------------------------------- (e) Any Lender may at Notwithstanding any time sell to one or more commercial banks or other Persons not Affiliates provision of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall the transfer or grant any participating interest under which the Participant has rights to approve any amendment to, of all or any consent or waiver part of the rights and/or obligations under the Finance Documents shall not be effective until such transfer is recorded on the Register and prior to such recordation all amounts owing to the Existing Lender with respect to, this Agreement (except to such rights and/or obligations shall remain owing to the extent such amendmentExisting Lender. The registration of the assignment, consent novation or waiver relates transfer of all or any part of rights and/or obligations under the Finance Documents shall be recorded by the Facility Agent on the Register only upon the acceptance by the Facility Agent of a properly executed and delivered Transfer Certificate pursuant to any fees payable hereunder Clause 32.3 or the amount satisfaction of principal the requirements of or the rate Clause 32.2(b)(ii) (at which interest is payable time the Facility Agent shall be required to register the relevant transfer on the Advances, or the dates fixed for payments of principal of or interest on the AdvancesRegister). In the case of any such participation, the Participant shall be entitled to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this AgreementUnless the Facility Agent and the New Lender agree otherwise, any the New Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance must accede to the extent German Law Security Trust Agreement referred to in Part I of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). Schedule 2 (gConditions precedent documents) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations in paragraph B(n) under this Agreement or any Note, the Assignee shall heading "Security Documents" on the date the transfer of the assignment and/or transfer, pay obligations to the Administrative Agent for its own account a fee of $2,500New Lender becomes effective. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.

Assignments and transfers by Lenders. (a) Subject A Lender (the Existing Lender) may, subject to paragraphs the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to another bank, financial institution or to a trust, fund or other entity which is regularly engaged or established for the purpose of making, purchasing or otherwise investing in loans, securities or other financial assets (the New Lender), provided always that: (i) each assignment or transfer shall be uniform, and not a varying percentage of all rights and obligations under this Agreement; (ii) each assignment or transfer shall not result in increased liability to the Borrower; (iii) the Facility Agent shall provide to the Borrower details of the proposed new lenders at least seven (7) Business Days prior to the proposed transfer date and the Borrower shall approve or object to the identity of any one or more of the proposed new lenders on such list (such approval not to be unreasonably withheld or delayed). The relevant Lender shall be entitled to effect a transfer or assignment to any proposed new lender on such list to which the Borrower has not objected on reasonable grounds within such seven (7) Business Day period. (b) through (f) below, any An Existing Lender (the "Assignor") may at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and any Note to an Affiliate of the Existing Lender without the consent of the Borrower. (subject in c) Unless the case of an assignment or Borrower otherwise agrees (acting reasonably), a transfer of part only of its a Commitment or the rights or obligations, to and obligations under this Agreement by the Existing Lender must be in a minimum amount of $10,000,000 being assigned or transferred and to twenty five million Dollars (US$25,000,000) unless the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, Existing Lender is less than such amount in which case the prior consent whole of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall the Existing Lender will be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitmentstransferred. (bd) A transfer of obligations shall not will be effective until only if either: (i) written notice the obligations are novated in accordance with the following provisions of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and this Clause 28; or (ii) the Assignor New Lender confirms to the Facility Agent and the Assignee shall have delivered Borrower in form and substance reasonably satisfactory to the Borrower Facility Agent and the Administrative Agent Borrower that it is bound by the terms of this Agreement, and, in each case, the New Lender enters into the DPP by way of an Assignment and Acceptance Accession Agreement (as defined in the form of Schedule 5 ("Assignment and Acceptance"DPP). (ce) From and after On the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptancetransfer becoming effective in this manner, the consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a relevant Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled that they are transferred to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such NoteNew Lender. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest Any reference in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board to a Lender includes a New Lender but excludes a Lender if no amount is or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor be owed to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to it under this Clause 24.3(f)Agreement. (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations under this Agreement or any NoteThe New Lender shall, the Assignee shall on the date of the upon which an assignment and/or transferor transfer takes effect, pay to the Administrative Facility Agent (for its own account account) a fee of $2,500. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf USD 2,000. If any New Lender fails to pay such a fee payable by it on the due date for payment, the Facility Agent may at any time deduct an amount equal to such unpaid fee from any monies held by the Facility Agent from time to time for the account of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Partiessuch New Lender.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "Assignor"Existing Lender) may may, subject to the following provisions of this Clause 33.2, and the terms of the Syndication Letter at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withhelda New Lender). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitments. (b) A The consent of each Swingline Lender which has a Swingline Commitment at that time will be required for any assignment or transfer of any Lender’s rights and obligations shall under the C Revolving Credit Facility where the published long term credit rating of the assignee or transferee is not be effective until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect equal to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and (ii) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance or higher than BBB in the form case of Schedule 5 ("Assignment and Acceptance")S&P and/or Baa2 in the case of Xxxxx’x. (c) From The Obligors’ Agent shall be notified by the Facility Agent of any assignment or transfer (including by way of novation) by an Existing Lender of that Existing Lender’s rights and after obligations under the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with A Term Loan Facility, B Term Loan Facility or C Term Loan Facility or any sub-participation in respect to) an executed Assignment and Acceptance, the consent of the Borrower thereto and payment Facilities in each case promptly on or before the occurrence of such assignment or transfer or sub-participation. Each Lender shall promptly on or before entering into any sub-participation in respect of the fee provided Facilities notify the Facility Agent of such sub-participation. (d) The Obligors’ Agents prior written consent will be required for any assignment or transfer (including by way of novation) by an Existing Lender of that Existing Lender’s rights and obligations under any Revolving Credit Facility unless an Event of Default is outstanding or the New Lender is another Lender or an affiliate of a Lender (in paragraph which case the Obligors’ Agent will be notified by the Facility Agent of such transfer promptly on or before the occurrence of that assignment or transfer). Such consent will be sought promptly by the Facility Agent and is not to be unreasonably withheld or delayed by the Obligors’ Agent where the New Lender has a published long term credit rating equal or higher than BBB in the case of S&P and/or Baa2 in the case of Xxxxx’x and will be deemed to have been given if no negative response is received by the Facility Agent within 12 Business Days of receipt by the Obligors’ Agent of the request for consent. (ge) belowUnless the Obligors’ Agent and the Facility Agent, (both acting reasonably), otherwise agree, a transfer of part of a Commitment under this Agreement by the Existing Lender must not result in that Existing Lender or the New Lender having a Commitment in the Facilities of less than Euro 25,000,000 (or its equivalent). (f) Unless otherwise agreed by each Issuing Entity, until the Final Release Date has occurred no assignment or transfer of any Lender’s rights and obligations under the Term Loan Facilities or the C Revolving Credit Facility may be effected unless: (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a New Lender under this Agreement, is an Acceptable Transferee; or (ii) the Assignor shall, New Lender has provided cash cover in accordance with Clause 33.10 (Issuing Entity Cash Cover) below to each Issuing Entity whose consent to such transfer has not been obtained. (g) The Facility Agent is not obliged to execute a Transfer Certificate or approve any confirmation in accordance with paragraph (h)(ii) below until it has completed all know your customer requirements to its satisfaction. The Facility Agent must complete all know your customer requirements expeditiously and must promptly notify the Existing Lender and the New Lender if there are any such requirements. (h) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Clause 33; or (ii) the New Lender confirms to the extent Facility Agent and the Obligors’ Agent in form and substance satisfactory to the Facility Agent and Obligors’ Agent that rights and obligations hereunder have been assigned it is bound by it pursuant to such Assignment and Acceptance, relinquish its rights and the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended extent that they are transferred to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefromNew Lender. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or Unless the Facility Agent otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lenderagrees, the Revolving Credit Commitment of such New Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance to the extent of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). (g) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, must pay to the Administrative Facility Agent for its own account account, on or before the date any assignment or transfer occurs, a fee of $2,500Euro 1,500. (hj) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Partiesthis Agreement.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "Assignor"“Existing Lender”) may may, subject to the following provisions of this Subclause and Subclause 7.2 (Assignments and transfers), at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and to any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution other person (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld“New Lender”). The minimum Commitment Facility Agent, as agent for the Borrowers, shall maintain a book-entry registration transfer system (the “Register”) for the purpose of $10,000,000 applicable all transfers made pursuant to partial assignments Clause 32.2 or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit CommitmentsClause 32.3. (b) A transfer of obligations shall not will be effective until only if either: (i) written notice the obligations are novated in accordance with the following provisions of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by the Assignor and the Assignee and this Clause; or (ii) the Assignor New Lender confirms to the Facility Agent and the Assignee shall have delivered Company in form and substance satisfactory to the Borrower and the Administrative Facility Agent an Assignment and Acceptance in the form of Schedule 5 ("Assignment and Acceptance"). (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, is bound by the consent terms of this Agreement as a Lender. On the Borrower thereto and payment of transfer becoming effective in this manner the fee provided in paragraph (g) below, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Existing Lender under this Agreement, (ii) the Assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and will be released from its obligations under this Agreement and to the extent that they are transferred to the New Lender. (iiic) Unless the AssignorFacility Agent otherwise agrees, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued New Lender must pay to the Assignee and Facility Agent for its own account, on or before the Assignordate any assignment or transfer occurs, as appropriate. Immediately upon each Assignee's making its a fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom£1,000. (d) Nothing Any reference in this Agreement shall restrict the ability of any to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuingby it under this Agreement. (e) Any Lender may at Notwithstanding any time sell to one or more commercial banks or other Persons not Affiliates provision of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall the transfer or grant any participating interest under which the Participant has rights to approve any amendment to, of all or any consent or waiver part of the rights and/or obligations under the Finance Documents shall not be effective until such transfer is recorded on the Register and prior to such recordation all amounts owing to the Existing Lender with respect to, this Agreement (except to such rights and/or obligations shall remain owing to the extent such amendmentExisting Lender. The registration of the assignment, consent novation or waiver relates transfer of all or any part of rights and/or obligations under the Finance Documents shall be recorded by the Facility Agent on the Register only upon the acceptance by the Facility Agent of a properly executed and delivered Transfer Certificate pursuant to any fees payable hereunder Clause 32.3 or the amount satisfaction of principal the requirements of or the rate Clause 32.2(b)(ii) (at which interest is payable time the Facility Agent shall be required to register the relevant transfer on the Advances, or the dates fixed for payments of principal of or interest on the AdvancesRegister). In the case of any such participation, the Participant shall be entitled to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such Note. (f) Notwithstanding any other provision in this AgreementUnless the Facility Agent and the New Lender agree otherwise, any the New Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance must accede to the extent German Law Security Trust Agreement referred to in Part I of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f). Schedule 2 (gConditions precedent documents) On each occasion an Assignor assigns or transfers its Commitment rights and/or obligations in paragraph B(n) under this Agreement or any Note, the Assignee shall heading “Security Documents” on the date the transfer of the assignment and/or transfer, pay obligations to the Administrative Agent for its own account a fee of $2,500New Lender becomes effective. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.

Assignments and transfers by Lenders. (a) Subject to paragraphs (b) through (f) below, any A Lender (the "Assignor"Existing Lender) may may, subject to the following provisions of this Subclause, at any time assign or otherwise transfer all or (including by way of novation) any part of its rights or and obligations under this Agreement and to any Note (subject in the case of an assignment or transfer of part only of its rights or obligations, to a minimum amount of $10,000,000 being assigned or transferred and to the Assignor retaining a minimum Commitment of $10,000,000) to another bank or financial institution other person (the "Assignee") with, subject as provided below, the prior consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheldNew Lender). The minimum Commitment of $10,000,000 applicable to partial assignments or transfers shall be reduced proportionately in accordance with the cancellation or reduction of the Total Revolving Credit Commitments. (b) A Unless the Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or the rights and obligations shall not be effective until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent under this Agreement by the Assignor and the Assignee and Existing Lender must be in a minimum amount of US$10,000,000 (iiin respect of Tranche A) the Assignor and the Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance or euro 10,000,000 (in the form respect of Schedule 5 ("Assignment and Acceptance")Tranche B) . (c) From and after the date that the Administrative Agent notifies the Assignor that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, the The consent of the Borrower thereto and payment of the fee provided in paragraph (g) below, Company is required for any assignment or transfer unless: (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations New Lender is another Lender or an Affiliate of a Lender under Lender; or (ii) an Event of Default is continuing. (d) The consent of the Company must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent five Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that time. (e) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with the following provisions of this Agreement, Clause; or (ii) the Assignor shall, New Lender confirms to the extent Facility Agent and the Company in form and substance satisfactory to the Facility Agent that rights and obligations hereunder have been assigned it is bound by it pursuant to such Assignment and Acceptance, relinquish its rights and the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement and (iii) the Assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and the Assignor, as appropriate. Immediately upon each Assignee's making its fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. (d) Nothing in this Agreement shall restrict the ability of any Lender to (i) assign or otherwise transfer its rights and obligations to any Affiliate of such Lender or (ii) assign or otherwise transfer its rights or obligations if an Event of Default has occurred and is continuing. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Advances made by such Lender, the Revolving Credit Commitment of such Lender and the other interests of such Lender (the "Originator") hereunder and under any Note (including its rights, obligations or rights and obligations); provided, however, that (i) the Originator's obligations under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originator in connection with the Originator's rights and obligations under this Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement (except to the extent such amendment, consent or waiver relates to any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Advances, or the dates fixed for payments of principal of or interest on the Advances). In the case of any such participation, the Participant shall be entitled that they are transferred to the benefit of Clauses 9, 11, 12 and 26 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement or any Note are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement or such Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or such NoteNew Lender. (f) Notwithstanding any other provision in this AgreementUnless the Facility Agent otherwise agrees, any the New Lender may at any time create a Security Interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided that payment made by the Borrower or any Guarantor to or for the account of any Lender in respect of an Advance made by such Lender shall satisfy the Borrower's or the Guarantor's, as the case may be, payment obligation in respect of such Advance must pay to the extent Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of such payment regardless of any encumbrance created pursuant to this Clause 24.3(f)euro 1500. (g) On each occasion an Assignor assigns Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or transfers its Commitment rights and/or obligations may be owed to or by it under this Agreement or any Note, the Assignee shall on the date of the assignment and/or transfer, pay to the Administrative Agent for its own account a fee of $2,500Agreement. (h) The Administrative Agent shall promptly (i) notify the other Contracting Parties of the receipt and execution on their behalf by it of any Assignment and Acceptance or any notice under paragraph (b) above and (ii) modify Schedule 1 to reflect the relevant assignment or transfer and distribute the revised Schedule 1 to the other Contracting Parties.