Common use of BOOKKEEPING AND DATA-PROCESSING Clause in Contracts

BOOKKEEPING AND DATA-PROCESSING. 12.1 The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, any right it has against any third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any proof or documents which the Assignor has handed over to such third party and which are necessary to identify the Receivables. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if the Assignor has not complied with a request of the Collateral Agent to provide lists of Receivables following the occurrence of a Default which is continuing, or, as the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1. The Assignor undertakes to instruct such third party to provide the Collateral Agent upon demand in accordance with the preceding sentence with such information, proof and documents which are necessary to check, assess or enforce the Receivables. 12.2 If an Enforcement Event has occurred and is continuing, the Assignor shall allow the Collateral Agent access to any electronic data-processing system, including peripheral equipment, in which data concerning the Receivables or any part thereof have been stored. Moreover, the Assignor shall provide any assistance required to the Collateral Agent (including by making software operators available). The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, all its rights against any third party which handles the electronic processing of data concerning the Receivables and undertakes to instruct such third party, upon a respective demand of the Collateral Agent if an Enforcement Event has occurred and is continuing, to handle the processing of data for the Collateral Agent as it did for the Assignor provided that the Assignor shall continue to be given access to any data it requires in its ordinary course of business. 12.3 The Collateral Agent authorises the Assignor to exercise the rights assigned to the Collateral Agent pursuant to sub-Clause 12.1 and 12.2 above at all times if an Enforcement Event is not continuing.

BOOKKEEPING AND DATA-PROCESSING. 12.1 11.1 The Assignor Transferor hereby assigns to the Collateral Agent, who accepts such assignment, any right it has against any third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any proof or documents which the Assignor Transferor has handed over to such third party and which are necessary to identify the ReceivablesCharged Assets. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if the Assignor has not complied with a request of the Collateral Agent to provide lists of Receivables following the occurrence of a Default which is continuing, or, as the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1. The Assignor Transferor undertakes to instruct such third party party, upon the occurrence of an Enforcement Event and while it is continuing, to provide the Collateral Agent upon demand in accordance with the preceding sentence with such information, proof and documents which are necessary to check, assess or enforce the ReceivablesCharged Assets. 12.2 If 11.2 Upon the occurrence of an Enforcement Event has occurred and while it is continuing, the Assignor Transferor shall allow the Collateral Agent access to any electronic data-processing system, including peripheral equipment, in which data concerning the Receivables Charged Assets or any part thereof have been stored. Moreover, the Assignor Transferor shall provide any assistance required to the Collateral Agent (including by making software operators available). The Assignor Transferor hereby assigns to the Collateral Agent, who accepts such assignment, all its rights against any third party which handles the electronic processing of data concerning the Receivables Charged Assets and undertakes to instruct such third party, upon a respective demand of the Collateral Agent if following the occurrence of an Enforcement Event has occurred and while it is continuing, to handle the processing of data for the Collateral Agent as it did for the Assignor Transferor provided that the Assignor Transferor shall continue to be given access to any data it requires in its ordinary course of business. 12.3 11.3 The Collateral Agent authorises the Assignor Transferor to exercise the rights assigned to the Collateral Agent pursuant to sub-Clause 12.1 11.1 and 12.2 11.2 above at all times if prior to the occurrence of an Enforcement Event and while it is not continuing.

BOOKKEEPING AND DATA-PROCESSING. 12.1 The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, any right it has against any third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any 11.1 If proof or documents which the Assignor has handed over to such third party and which are necessary to identify the Receivables. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if have been handed over by the Assignor has not complied with to a request third party (in particular a bookkeeping firm or a tax consultant) the Assignor hereby transfers (on condition of the Collateral Agent to provide lists of Receivables following (aufschiebende Bedingung) (i) the occurrence of a an Insolvency Event of Default or (ii) notice by the Security Trustee if the Security Trustee has been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuingcontinuing)to the Security Trustee, orwho accepts such transfer, as its right to demand from such third party the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1return of the information and documents. The Assignor hereby undertakes to instruct such the third party upon such transfer to provide the Collateral Agent Security Trustee upon its demand in accordance with the preceding sentence with such information, proof information and documents which are necessary to check, assess or perfect and/or enforce the Receivablessecurity created hereby. 12.2 11.2 If details concerning the Collateral or any part thereof have been stored in an Enforcement electronic data-processing system, then, upon the occurrence of an Insolvency Event of Default or upon request by the Security Trustee if the Security Trustee has occurred been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing, the Assignor shall allow the Collateral Agent Security Trustee access to any electronic data-processing systemthe computer, including the peripheral equipment, in which equipment and all data concerning the Receivables Collateral or any such part thereof have been storedthereof. Moreover, the Assignor software operators shall provide be made available insofar as so required, and any assistance required shall be provided to the Collateral Agent (including by making software operators available)Security Trustee. The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, all its rights against any If a third party which handles the electronic processing of data concerning data, the Receivables Assignor hereby transfers (on condition of (aufschiebende Bedingung) (i) the occurrence of an Insolvency Event of Default or (ii) notice by the Security Trustee if the Security Trustee has been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing) to the Security Trustee, who accepts this transfer, all rights against such third party relating to these services. The Assignor hereby undertakes to instruct the third party upon such third party, upon a respective demand of the Collateral Agent if an Enforcement Event has occurred and is continuing, transfer to handle the processing of data for the Collateral Agent Security Trustee upon its demand as it did for the Assignor provided that Assignor. 11.3 After transfer of the rights to the Security Trustee as contemplated in Clauses 11.1 and 11.2, the Security Trustee shall promptly upon request of the Assignor shall continue or after the Security Trustee receiving instructions pursuant to be given access the Security Trust and Intercreditor Deed instruct the third party to any data it requires in its ordinary course of business. 12.3 The Collateral Agent authorises provide the Assignor to exercise with such services and information as necessary for the rights assigned to Assignor in connection with the Collateral Agent pursuant to sub-Clause 12.1 preparation and 12.2 above at all times if an Enforcement Event is not continuingdelivery of the Auditors' Determination.

BOOKKEEPING AND DATA-PROCESSING. 12.1 The Assignor If proof, documents or data which are necessary to identify the Collateral have been handed over by the Transferor to a third party (in particular a bookkeeping firm or a tax consultant) or are managed by a third party the Transferor hereby assigns to the Collateral Agent, who hereby accepts such assignment, any its right it has against any to demand from such third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any the proof or and documents which and the Assignor has handed over right to such third party and which are necessary obtain information as to identify the Receivablesregistration details of the Collateral. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if the Assignor has not complied with a request of the Collateral Agent to provide lists of Receivables following continuing. Upon the occurrence of a Default which an Enforcement Event and whilst it is continuing, or, as the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1. The Assignor Transferor hereby undertakes to instruct such the third party to provide the Collateral Agent upon its demand in accordance with the preceding sentence with such information, proof information and documents which are necessary to check, assess or perfect and/or enforce the Receivablessecurity created hereby. 12.2 If details concerning the Collateral or any part thereof have been stored in an electronic data-processing system, then, if an Enforcement Event has occurred and is continuing, the Assignor Transferor shall allow the Collateral Agent access to any electronic data-processing systemthe computer, including the peripheral equipment, in which equipment and all data concerning the Receivables Collateral or any such part thereof have been storedthereof. Moreover, the Assignor software operators shall provide be made available insofar as so required, and any assistance required shall be provided to the Collateral Agent (including by making software operators available)Agent. The Assignor If a third party handles the electronic processing of data, the Transferor hereby assigns to the extent legally possible to the Collateral Agent, who hereby accepts such assignment, all its rights against any such third party which handles the electronic processing of data concerning the Receivables relating to these services, and undertakes to instruct instructs such third party, upon a respective demand of the Collateral Agent if an Enforcement Event has occurred and is continuing, party to handle the processing of data for the Collateral Agent upon its demand as it did for the Assignor provided that the Assignor Transferor. The Collateral Agent shall continue to be given access to any data it requires in its ordinary course only make use of business.such rights if an Enforcement Event has occurred and is continuing 12.3 The At all times other than during the continuation of an Enforcement Event, the Collateral Agent authorises the Assignor Transferor to exercise the rights assigned to the Collateral Agent pursuant to sub-Clause 12.1 and Clause 12.2 above at all times if an Enforcement Event is not continuingabove.

BOOKKEEPING AND DATA-PROCESSING. 12.1 The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, any right it has against any third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any proof or documents which the Assignor has handed over to such third party and which are necessary to identify the Receivables. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if the Assignor has not complied with a request of the Collateral Agent to provide lists of Receivables following the occurrence of a Default which is continuing, or, as the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1. The Assignor undertakes to instruct such third party party, upon the occurrence and during the continuation of an Enforcement Event, to provide the Collateral Agent upon demand in accordance with the preceding sentence with such information, proof and documents which are necessary to check, assess or enforce the Receivables. 12.2 If Upon the occurrence and during the continuation of an Enforcement Event has occurred and is continuingEvent, the Assignor shall allow the Collateral Agent access to any electronic data-processing system, including peripheral equipment, in which data concerning the Receivables or any part thereof have been stored. Moreover, the Assignor shall provide any assistance required to the Collateral Agent (including by making software operators available). The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, all its rights against any third party which handles the electronic processing of data concerning the Receivables and undertakes to instruct such third party, upon a respective demand of the Collateral Agent if following the occurrence and during the continuation of an Enforcement Event has occurred and is continuingEvent, to handle the processing of data for the Collateral Agent as it did for the Assignor provided that the Assignor shall continue to be given access to any data it requires in its ordinary course of business. The Collateral Agent hereby agrees, to the same extent required of the Assignor as a user of such electronic data-processing systems, to maintain and take reasonable measures to protect the confidentiality of any information relating to proprietary information concerning such electronic data-processing systems. 12.3 The Collateral Agent authorises the Assignor to exercise the rights assigned to the Collateral Agent pursuant to sub-Clause 12.1 and 12.2 above at all times if prior to the occurrence of an Enforcement Event is not continuingEvent.

BOOKKEEPING AND DATA-PROCESSING. 12.1 The Assignor 14.1 If proof, documents or data which are necessary to identify the Collateral and/or the Licence Receivables have been handed over by the Transferor to a third party (in particular a bookkeeping firm or a tax consultant) or are managed by a third party the Transferor hereby assigns to the Collateral Agent, who hereby accepts such assignment, any its right it has against any to demand from such third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any the proof or and documents which and the Assignor has handed over right to such third party and which are necessary obtain information as to identify the Receivablesregistration details of the Collateral. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if the Assignor has not complied with a request of the Collateral Agent to provide lists of Receivables following continuing. Upon the occurrence of a Default which an Enforcement Event and whilst it is continuing, or, as the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1. The Assignor Transferor hereby undertakes to instruct such the third party to provide the Collateral Agent upon its demand in accordance with the preceding sentence with such information, proof information and documents which are necessary to check, assess or perfect and/or enforce the Receivablessecurity created hereby. 12.2 14.2 If details concerning the Collateral and/or the Licence Receivables or any part thereof have been stored in an electronic data-processing system, then, if an Enforcement Event has occurred and is continuing, the Assignor Transferor shall allow the Collateral Agent access to any electronic data-processing systemthe computer, including the peripheral equipment, in which equipment and all data concerning the Receivables Collateral or any such part thereof have been storedthereof. Moreover, the Assignor software operators shall provide be made available insofar as so required, and any assistance required shall be provided to the Collateral Agent (including by making software operators available)Agent. The Assignor If a third party handles the electronic processing of data, the Transferor hereby assigns to the extent legally possible to the Collateral Agent, who hereby accepts such assignment, all its rights against any such third party which handles the electronic processing of data concerning the Receivables relating to these services, and undertakes to instruct instructs such third party, upon a respective demand of the Collateral Agent if an Enforcement Event has occurred and is continuing, party to handle the processing of data for the Collateral Agent upon its demand as it did for the Assignor provided that Transferor. The Collateral Agent shall only make use of such rights if an Enforcement Event has occurred and is continuing 14.3 At all times other than during the Assignor shall continue to be given access to any data it requires in its ordinary course continuation of business. 12.3 The an Enforcement Event, the Collateral Agent authorises the Assignor Transferor to exercise the rights assigned to the Collateral Agent pursuant to sub-Clause 12.1 14.1 and 12.2 above at all times if an Enforcement Event is not continuingClause 14.2 above.

BOOKKEEPING AND DATA-PROCESSING. 12.1 11.1 The Assignor Transferor hereby assigns to the Collateral Agent, who accepts such assignment, any right it has against any third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any proof or documents which the Assignor Transferor has handed over to such third party and which are necessary to identify the ReceivablesCharged Assets. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if the Assignor has not complied with a request of the Collateral Agent to provide lists of Receivables following the occurrence of a Default which is continuing, or, as the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1. The Assignor undertakes Transferor un- dertakes to instruct such third party party, upon the occurrence of an Enforcement Event and while it is continuing, to provide the Collateral Agent upon demand in accordance with the preceding sentence with such information, proof and documents which are necessary to check, assess or enforce the ReceivablesCharged Assets. 12.2 If 11.2 Upon the occurrence of an Enforcement Event has occurred and while it is continuing, the Assignor Transferor shall allow the Collateral Agent access to any electronic data-processing system, including peripheral equipment, in which data concerning the Receivables Charged Assets or any part thereof have been stored. Moreover, the Assignor Transferor shall provide any assistance required to the Collateral Agent (including by making software operators available). The Assignor Transferor hereby assigns to the Collateral Agent, who accepts such assignment, all its rights against any third party which handles the electronic processing of data concerning the Receivables Charged Assets and undertakes to instruct such third party, upon a respective demand of the Collateral Agent if following the occurrence of an Enforcement Event has occurred and while it is continuing, to handle the processing of data for the Collateral Agent as it did for the Assignor Transferor provided that the Assignor Transferor shall continue to be given access to any data it requires in its ordinary course of business. 12.3 11.3 The Collateral Agent authorises the Assignor Transferor to exercise the rights assigned to the Collateral Agent pursuant to sub-Clause 12.1 11.1 and 12.2 11.2 above at all times if prior to the occurrence of an Enforcement Event and while it is not continuing.

BOOKKEEPING AND DATA-PROCESSING. 12.1 11.1 The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, any right it has against any third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any proof or documents which the Assignor has handed over to such third party and which are necessary to identify the Receivables. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if the Assignor has not complied with a request of the Collateral Agent to provide lists of Receivables following the occurrence of a Default which is continuing, or, as the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1. The Assignor undertakes to instruct such third party to provide the Collateral Agent upon demand in accordance with the preceding sentence with such information, proof and documents which are necessary to check, assess or enforce the Receivables. 12.2 11.2 If an Enforcement Event has occurred and is continuing, the Assignor shall allow the Collateral Agent access to any electronic data-processing system, including peripheral equipment, in which data concerning the Receivables or any part thereof have been stored. Moreover, the Assignor shall provide any assistance required to the Collateral Agent (including by making software operators available). The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, all its rights against any third party which handles the electronic processing of data concerning the Receivables and undertakes to instruct such third party, upon a respective demand of the Collateral Agent if an Enforcement Event has occurred and is continuing, to handle the processing of data for the Collateral Agent as it did for the Assignor provided that the Assignor shall continue to be given access to any data it requires in its ordinary course of business. 12.3 11.3 The Collateral Agent authorises the Assignor to exercise the rights assigned to the Collateral Agent pursuant to sub-Clause 12.1 11.1 and 12.2 11.2 above at all times if an Enforcement Event is not continuing.

BOOKKEEPING AND DATA-PROCESSING. 12.1 The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, any right it has against any third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any 11.1 If proof or documents which the Assignor has handed over to such third party and which are necessary to identify the Receivables. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if have been handed over by the Assignor has not complied with to a request third party (in particular a bookkeeping firm or a tax consultant) the Assignor hereby transfers (on condition of the Collateral Agent to provide lists of Receivables following (aufschiebende Bedingung) (i) the occurrence of a an Insolvency Event of Default or (ii) notice by the Security Trustee if the Security Trustee has been so instructed pursuant to the Secu- rity Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuingcontinuing)to the Security Trustee, orwho accepts such transfer, as its right to demand from such third party the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1return of the information and documents. The Assignor hereby undertakes to instruct such the third party upon such transfer to provide the Collateral Agent Security Trustee upon its demand in accordance with the preceding sentence with such information, proof information and documents which are necessary to check, assess or perfect and/or enforce the Receivablessecurity created hereby. 12.2 11.2 If details concerning the Collateral or any part thereof have been stored in an Enforcement electronic data-processing system, then, upon the occurrence of an Insolvency Event of Default or upon request by the Security Trustee if the Security Trustee has occurred been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing, the Assignor shall allow the Collateral Agent Security Trustee access to any electronic data-processing systemthe computer, including the peripheral equipment, in which equipment and all data concerning the Receivables Collateral or any such part thereof have been storedthereof. Moreover, the Assignor software operators shall provide be made available insofar as so required, and any assistance required shall be provided to the Collateral Agent (including by making software operators available)Security Trustee. The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, all its rights against any If a third party which handles the electronic processing of data concerning data, the Receivables Assignor hereby transfers (on condition of (aufschiebende Bedingung) (i) the occurrence of an Insolvency Event of Default or (ii) notice by the Security Trustee if the Security Trustee has been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing) to the Security Trustee, who accepts this transfer, all rights against such third party relating to these services. The Assignor hereby undertakes to instruct the third party upon such third party, upon a respective demand of the Collateral Agent if an Enforcement Event has occurred and is continuing, transfer to handle the processing of data for the Collateral Agent Security Trustee upon its demand as it did for the Assignor provided that Assignor. 11.3 After transfer of the rights to the Security Trustee as contemplated in Clauses 11.1 and 11.2, the Security Trustee shall promptly upon request of the Assignor shall continue or after the Security Trustee receiving instructions pursuant to be given access the Security Trust and Intercreditor Deed instruct the third party to any data it requires in its ordinary course of business. 12.3 The Collateral Agent authorises provide the Assignor to exercise with such services and information as necessary for the rights assigned to Assignor in connection with the Collateral Agent pursuant to sub-Clause 12.1 preparation and 12.2 above at all times if an Enforcement Event is not continuingdelivery of the Auditors' Determination.

BOOKKEEPING AND DATA-PROCESSING. 12.1 The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, any right it has against any third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any If proof or documents which the Assignor has handed over to such third party and which are necessary to identify the Receivables. The Collateral Agent will only make use or the licenses referred to in Clause 3.1 hereof have been handed over by the Transferor to a third party (in particular a bookkeeping firm, a trademark or patent agent or a tax consultant) the Transferor hereby transfers (on condition of such right if an Enforcement Event has occurred and is continuing or if the Assignor has not complied with a request of the Collateral Agent to provide lists of Receivables following (aufschiebende Bedingung) (i) the occurrence of a an Insolvency Event of Default or (ii) notice by the Security Trustee if the Security Trustee has been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing) to the Security Trustee, orwho accepts this transfer, as its right to demand from such third party the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1return of the proof and documents. The Assignor Transferor hereby undertakes to instruct such the third party upon such transfer to provide the Collateral Agent Security Trustee upon its demand in accordance with the preceding sentence with such information, proof information and documents which are necessary to check, assess or perfect and/or enforce the Receivablessecurity created hereby. 12.2 If an Enforcement Event has occurred and is continuing, the Assignor shall allow details concerning the Collateral Agent access to or any part thereof have been stored in an electronic data-processing system, then, upon the occurrence of an Insolvency Event of Default or upon request by the Security Trustee if the Security Trustee has been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing, the Transferor shall allow the Security Trustee access to the computer, including the peripheral equipment, in which equipment and all data concerning the Receivables Collateral or any such part thereof have been storedthereof. Moreover, the Assignor software operators shall provide be made available insofar as so required, and any assistance required shall be provided to the Collateral Agent (including by making software operators available)Security Trustee. The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, all its rights against any If a third party which handles the electronic processing of data concerning data, the Receivables Transferor hereby transfers (on condition of (aufschiebende Bedingung) (i) the occurrence of an Insolvency Event of Default or (ii) notice by the Security Trustee if the Security Trustee has been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing) to the Security Trustee, who accepts this transfer, all rights against such third party relating to these services. The Transferor hereby undertakes to instruct the third party upon such third party, upon a respective demand of the Collateral Agent if an Enforcement Event has occurred and is continuing, transfer to handle the processing of data for the Collateral Agent Security Trustee upon its demand as it did for the Assignor provided that the Assignor shall continue to be given access to any data it requires in its ordinary course of businessTransferor. 12.3 The Collateral Agent authorises the Assignor to exercise After transfer of the rights assigned to the Collateral Agent Security Trustee as contemplated in Clauses 12.1 and 12.2, the Security Trustee shall promptly upon request of the Transferor or after the Security Trustee receiving instructions pursuant to sub-Clause 12.1 the Security Trust and 12.2 above at all times if an Enforcement Event is not continuingIntercreditor Deed instruct the third party to provide the Transferor with such services and information as necessary for the Transferor in connection with the preparation and delivery of the Auditors' Determination.

BOOKKEEPING AND DATA-PROCESSING. 12.1 The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, any right it has against any third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any proof or documents which the Assignor has handed over to such third party and which are necessary to identify the Receivables. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if the Assignor has not complied with a request of the Collateral Agent to provide lists of Receivables following the occurrence of a an Event of Default which is continuing, or, as the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1. The Assignor undertakes to instruct such third party to provide the Collateral Agent upon demand in accordance with the preceding sentence with such information, proof and documents which are necessary to check, assess or enforce the Receivables. 12.2 If an Enforcement Event has occurred and is continuing, the Assignor shall allow the Collateral Agent access to any electronic data-processing system, including peripheral equipment, in which data concerning the Receivables or any part thereof have been stored. Moreover, the Assignor shall provide any assistance required to the Collateral Agent (including by making software operators available). The Assignor hereby 19245-3-4551-v4.0 - 20 - 70-40145101 assigns to the Collateral Agent, who accepts such assignment, all its rights against any third party which handles the electronic processing of data concerning the Receivables and undertakes to instruct such third party, upon a respective demand of the Collateral Agent if an Enforcement Event has occurred and is continuing, to handle the processing of data for the Collateral Agent as it did for the Assignor provided that the Assignor shall continue to be given access to any data it requires in its ordinary course of business. 12.3 The Collateral Agent authorises the Assignor to exercise the rights assigned to the Collateral Agent pursuant to sub-Clause 12.1 ‎12.1 and 12.2 ‎12.2 above at all times if an Enforcement Event is not continuing.

BOOKKEEPING AND DATA-PROCESSING. 12.1 The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, any right it has against any third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any 15.1 If proof or documents which the Assignor has handed over to such third party and which are necessary to identify the Receivables. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if have been handed over by the Assignor has not complied with to a request third party (in particular a bookkeeping firm or a tax consultant) the Assignor hereby transfers (on condition of the Collateral Agent to provide lists of Receivables following (aufschiebende Bedingung) (i) the occurrence of a an Insolvency Event of Default or (ii) notice by the Security Trustee if the Security Trustee has been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing) to the Security Trustee, orwho accepts this transfer, as its right to demand from such third party the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1return of the information and documents. The Assignor hereby undertakes to instruct such the third party upon such transfer to provide the Collateral Agent Security Trustee upon its demand in accordance with the preceding sentence with such information, proof information and documents which are necessary to check, assess or perfect and/or enforce the Receivablessecurity created hereby. 12.2 15.2 If details concerning the Collateral or any part thereof have been stored in an Enforcement electronic data-processing system, then, upon the occurrence of an Insolvency Event of Default or upon request by the Security Trustee if the Security Trustee has occurred been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing, the Assignor shall allow the Collateral Agent Security Trustee access to any electronic data-processing systemthe computer, including the peripheral equipment, in which equipment and all data concerning the Receivables Collateral or any such part thereof have been storedthereof. Moreover, the Assignor software operators shall provide be made available insofar as so required, and any assistance required shall be provided to the Collateral Agent (including by making software operators available)Security Trustee. The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, all its rights against any If a third party which handles the electronic processing of data concerning data, the Receivables Assignor hereby transfers (on condition of (aufschiebende Bedingung) (i) the occurrence of an Insolvency Event of Default or (ii) notice by the Security Trustee if the Security Trustee has been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing) to the Security Trustee, who accepts this transfer, all rights against such third party relating to these services. The Assignor hereby undertakes to instruct the third party upon such third party, upon a respective demand of the Collateral Agent if an Enforcement Event has occurred and is continuing, transfer to handle the processing of data for the Collateral Agent Security Trustee upon its demand as it did for the Assignor provided that Assignor. 15.3 After transfer of the rights to the Security Trustee as contemplated in Clauses 15.1 and 15.2, the Security Trustee shall promptly upon request of the Assignor shall continue or after the Security Trustee receiving instructions pursuant to be given access the Security Trust and Intercreditor Deed instruct the third party to any data it requires in its ordinary course of business. 12.3 The Collateral Agent authorises provide the Assignor to exercise with such services and information as necessary for the rights assigned to Assignor in connection with the Collateral Agent pursuant to sub-Clause 12.1 preparation and 12.2 above at all times if an Enforcement Event is not continuingdelivery of the Auditors' Determination.