Common use of Changes to the Lenders Clause in Contracts

Changes to the Lenders. 33.1 Assignments and transfers by the Lenders 33.1.1 Subject to this Clause 33, a Lender (the “Existing Lender”) may only: (a) assign any of its rights to; (b) transfer any of its rights (including such as relate to that Lender’s participation in each Utilisation) and obligations to; or (c) enter into any sub-participation agreement in respect of any of its rights and obligations with, another bank or financial institution (the “New Lender”). Such a transfer of its rights and obligations in respect of Facility A must (if it does not relate to the full amount of its Commitment) relate to an integral multiple of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000). 33.1.2 Any such transfer by a Lender of all or, as the case may be, part of its Facility A Commitment must relate to all or, as the case may be, a corresponding pro rata part of its Swingline Commitments or (if it is not itself a Swingline Lender) be accompanied by a transfer of all or, as the case may be, a corresponding pro rata part of the Swingline Commitment of its Affiliate. 33.1.3 A Facility A Lender may not (for the avoidance of doubt) transfer all or any part of any of its rights and obligations as an L/C Lender separately from a transfer of its Facility A Commitment (or a corresponding part thereof). 33.1.4 An L/C Lender may only assign or transfer its rights and obligations as an L/C Lender to a New Lender that is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, , 11 N.Y.C.R.R. pt. 79, as amended from time to time. 33.1.5 The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender. 33.2 Conditions of assignment or transfer 33.2.1 The consent of the Company is required for an assignment, transfer or sub-participation by a Lender but the Company hereby consents to an assignment, transfer or sub-participation to another Lender or an Affiliate of a Lender, provided that such Affiliate is an Acceptable Bank and further provided that such transfer would not cause the Company or the Borrowers to incur Increased Costs under Clause 18.1 (Increased Costs). Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting (including a transfer of Facility Office) in relation to a Utilisation by a Borrower established in France may be effected to a New Lender incorporated, domiciled or acting through a Facility Office situated in a Non-Cooperative Jurisdiction without prior consent of the Company. 33.2.2 The consent of the Company to an assignment, transfer or sub-participation must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten (10) Business Days after the Lender has requested it unless consent is expressly refused by the Company within that time. The Company shall be considered to be reasonable in refusing consent if, inter alia, such transfer would cause the Company or the Borrowers to incur additional costs under the Facility (including pursuant to Clause 18.1 (Increased Costs)). 33.2.3 A transfer will only be effective if (i) the procedure set out in Clause 33.5 (Procedure for transfer) is complied with and (ii) the Agent has performed all “know your customer” or other checks relating to any person that it is required to carry out in relation to such transfer to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 33.2.4 If: (a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents, or changes its Facility Office; and (i) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment under Clause 17 (Tax gross-up and indemnities) or Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office; or (ii) in the case of an assignment or transfer to an Affiliate of the Lender, as a result of circumstances existing at the date of the assignment or transfer or at any time following the assignment or transfer, an Obligor would be obliged to make a payment under Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office, then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Changes to the Lenders. 33.1 23.1 Assignments and transfers by the Lenders 33.1.1 Lenders Subject to this Clause 3323, a Lender (the “"Existing Lender”") may onlymay: (a) 23.1.1 assign any of its rights to; (b) transfer any of its rights (including such as relate to that Lender’s participation in each Utilisation) and obligations torights; or (c) enter into any sub-participation agreement in respect of 23.1.2 transfer by novation any of its rights and obligations withobligations, to another 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 or to SACE (the “"New Lender”). Such a transfer of its rights and obligations in respect of Facility A must (if it does not relate to the full amount of its Commitment) relate to an integral multiple of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000"). 33.1.2 Any such transfer by a Lender of all or, as the case may be, part of its Facility A Commitment must relate to all or, as the case may be, a corresponding pro rata part of its Swingline Commitments or (if it is not itself a Swingline Lender) be accompanied by a transfer of all or, as the case may be, a corresponding pro rata part of the Swingline Commitment of its Affiliate. 33.1.3 A Facility A Lender may not (for the avoidance of doubt) transfer all or any part of any of its rights and obligations as an L/C Lender separately from a transfer of its Facility A Commitment (or a corresponding part thereof). 33.1.4 An L/C Lender may only assign or transfer its rights and obligations as an L/C Lender to a New Lender that is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, , 11 N.Y.C.R.R. pt. 79, as amended from time to time. 33.1.5 The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender. 33.2 23.2 Conditions of assignment or transfer 33.2.1 23.2.1 The consent of the Company Guarantor is required for an assignmentassignment or transfer by an Existing Lender, unless: (a) such assignment or transfer or sub-participation by a Lender but the Company hereby consents to an assignment, transfer or sub-participation is to another Lender or an Affiliate of a Lender, provided that ; (b) such Affiliate assignment or transfer is an Acceptable Bank and further provided that to SACE; or (c) at the time of such transfer would not cause the Company assignment or the Borrowers to incur Increased Costs under Clause 18.1 (Increased Costs). Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting (including a transfer an Event of Facility Office) in relation to a Utilisation by a Borrower established in France may be effected to a New Lender incorporated, domiciled or acting through a Facility Office situated in a Non-Cooperative Jurisdiction without prior consent of the CompanyDefault has occurred and is continuing. 33.2.2 23.2.2 The consent of the Company Guarantor to an assignment, assignment or transfer or sub-participation must not be unreasonably withheld or delayed. The Company Guarantor will be deemed to have given its consent ten five (105) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company Guarantor within that time. The Company . 23.2.3 Nothing in this Agreement shall be considered prejudice or otherwise limit: (a) the right of any Lender to assign its rights, or transfer its rights and obligations, under, or in connection with, any Finance Document to SACE; or (b) the right of SACE to be reasonable subrogated to any Lenders' rights under, or in refusing consent ifconnection with, inter alia, such transfer would cause the Company or the Borrowers to incur additional costs under the Facility (including pursuant to Clause 18.1 (Increased Costs))any Finance Document. 33.2.3 23.2.4 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was the Original Lender; and (b) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender. 23.2.5 A transfer will only be effective if (i) the procedure set out in Clause 33.5 (Procedure 23.5(Procedure for transfer) is complied with and (ii) the Agent has performed all “know your customer” or other checks relating to any person that it is required to carry out in relation to such transfer to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lenderwith. 33.2.4 23.2.6 If: (a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents, Documents or changes its Facility Office; and (ib) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment under Clause 17 (Tax gross-up and indemnities) or Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office; or (ii) in the case of an assignment or transfer to an Affiliate of the Lender, as a result of circumstances existing at the date of the assignment or transfer or at any time following the assignment or transfer, an Obligor would be obliged to make a payment Office under Clause 18 14 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office), then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.3 Assignment or transfer fee The New Lender shall, unless such New Lender is SACE, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of three thousand dollars ($3,000). 23.4 Limitation of responsibility of Existing Lenders 23.4.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: (a) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the SACE Guarantee or any other documents; (b) the financial condition of any Obligor or SACE; (c) the performance and observance by any Obligor or SACE of its obligations under the Finance Documents, the SACE Guarantee or any other documents; or (d) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document, the SACE Guarantee or any other document, and any representations or warranties implied by law are excluded. 23.4.2 Each New Lender confirms to the Existing Lender and the other Finance Parties that it: (a) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities and SACE in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (b) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities and SACE whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. 23.4.3 Nothing in any Finance Document obliges an Existing Lender to: (a) accept a re-transfer or a re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 23; or (b) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

Changes to the Lenders. 33.1 24.1 Assignments and transfers by the Lenders 33.1.1 (a) Subject to this Clause 3324, a Lender (the “Existing Lender”) may onlymay: (ai) assign any all or part of its rights to; (b) transfer any of its rights (including such as relate to that Lender’s participation in each Utilisation) and obligations torights; or (cii) enter into any sub-participation agreement in respect of any transfer by novation all or part of its rights and obligations withobligations, another to any bank or financial institution (the “New Lender”). Such a transfer of its rights and obligations in respect of Facility A must (if it does not relate to the full amount of its Commitment) relate to an integral multiple of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000). 33.1.2 Any such transfer by (b) In case of a Lender of all or, as the case may be, part of its Facility A Commitment must relate to all or, as the case may be, a corresponding pro rata part of its Swingline Commitments or (if it is not itself a Swingline Lender) be accompanied by a transfer of all or, as the case may be, a corresponding pro rata part of the Swingline Commitment of its Affiliate. 33.1.3 A Facility A Lender may not (for the avoidance of doubt) transfer all or any part of any of its rights and obligations as an L/C Lender separately from a transfer of its Facility A Commitment (or a corresponding part thereof). 33.1.4 An L/C Lender may only assign or transfer its rights and obligations as an L/C Lender to a New Lender that is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, , 11 N.Y.C.R.R. pt. 79, as amended from time to time. 33.1.5 The consent of the Finance Parties is hereby given to a proposed assignment and/or transfer by an Existing Lender it shall, through the Facility Agent, notify the Dutch Borrower of the identity of any proposed New Lender at least 10 Business Days prior to a New Lenderthe proposed Transfer Date in relation to such assignment and/or transfer. 33.2 24.2 Conditions of assignment or transfer 33.2.1 The consent of (a) An assignment will only be effective on receipt by the Facility Agent and the Company is required for an assignment, transfer or sub-participation by a Lender but of written confirmation from the Company hereby consents to an assignment, transfer or sub-participation to another Lender or an Affiliate of a Lender, provided that such Affiliate is an Acceptable Bank and further provided that such transfer would not cause the Company or the Borrowers to incur Increased Costs under Clause 18.1 (Increased Costs). Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting (including a transfer of Facility Office) in relation to a Utilisation by a Borrower established in France may be effected to a New Lender incorporated, domiciled or acting through a (in form and substance satisfactory to the Facility Office situated in a Non-Cooperative Jurisdiction without prior consent of Agent) that the CompanyNew Lender will assume the same obligations to the other Finance Parties and the Obligors as it would have been under if it was an Original Lender. 33.2.2 The consent of the Company to an assignment, transfer or sub-participation must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten (10b) Business Days after the Lender has requested it unless consent is expressly refused by the Company within that time. The Company shall be considered to be reasonable in refusing consent if, inter alia, such transfer would cause the Company or the Borrowers to incur additional costs under the Facility (including pursuant to Clause 18.1 (Increased Costs)). 33.2.3 A transfer will only be effective if (i) it is carried out in accordance with the procedure set out in Clause 33.5 24.5 (Procedure for transfer) is complied with and (ii) the Agent has performed all “know your customer” or other checks relating to any person that it is required to carry out in relation to such transfer to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender). 33.2.4 (c) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents, Documents or changes its Facility Office; and (iii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment under Clause 17 (Tax gross-up and indemnities) or Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office; or (ii) in the case of an assignment or transfer to an Affiliate of the Lender, as a result of circumstances existing at the date of the assignment or transfer or at any time following the assignment or transfer, an Obligor would be obliged to make a payment Office under Clause 18 13 (Tax gross-up) or Clause 14 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Officecosts), then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (d) For so long as it is a requirement of Dutch law that each Lender is a PMP: (i) any proposed New Lender shall provide the Dutch Borrowers, through the Facility Agent, with information in respect of itself with a view to enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days prior to the proposed Transfer Date in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder; (ii) unless the New Lender is a Verifiable PMP, the prior written consent of the Company is required for such assignment or transfer; and (iii) if the New Lender is not a Verifiable PMP the Company’s consent must not be unreasonably delayed or withheld. The Company will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless (A) such consent is expressly refused by the Company within that time on the basis that the New Lender is not a PMP, or (B) the Company has in good faith indicated that it is unable to determine whether the proposed New Lender qualifies as a PMP.

Changes to the Lenders. 33.1 24.1 Assignments and transfers by the Lenders 33.1.1 Lenders Subject to this Clause 33, 24 a Lender (the “Existing Lender”) may onlymay: (a) assign any of its rights to;rights; or (b) transfer any of its rights (including such as relate to that Lender’s participation in each Utilisation) and obligations to; or (c) enter into any sub-participation agreement in respect of by novation any of its rights and obligations withobligations, to another bank or financial institution (the “New Lender”). Such a transfer of its rights and obligations in respect of Facility A must (if it does not relate to the full amount of its Commitment) relate to an integral multiple of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000). 33.1.2 Any such transfer by a Lender of all or, as the case may be, part of its Facility A Commitment must relate to all or, as the case may be, a corresponding pro rata part of its Swingline Commitments or (if it is not itself a Swingline Lender) be accompanied by a transfer of all or, as the case may be, a corresponding pro rata part of the Swingline Commitment of its Affiliate. 33.1.3 A Facility A Lender may not (for the avoidance of doubt) transfer all or any part of any of its rights and obligations as an L/C Lender separately from a transfer of its Facility A Commitment (or a corresponding part thereof). 33.1.4 An L/C Lender may only assign or transfer its rights and obligations as an L/C Lender to a New Lender that is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, , 11 N.Y.C.R.R. pt. 79, as amended from time to time. 33.1.5 The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender. 33.2 24.2 Conditions of assignment or transfer 33.2.1 (a) The consent of the Company ABB is required for an assignment, assignment or transfer or sub-participation by a Lender but Lender, unless the Company hereby consents to an assignment, assignment or transfer or sub-participation is to another Lender or an Affiliate of a Lender, provided that such Affiliate Lender or unless an Event of Default has occurred and is an Acceptable Bank and further provided that such transfer would not cause the Company or the Borrowers to incur Increased Costs under Clause 18.1 (Increased Costs). Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting (including a transfer of Facility Office) in relation to a Utilisation by a Borrower established in France may be effected to a New Lender incorporated, domiciled or acting through a Facility Office situated in a Non-Cooperative Jurisdiction without prior consent of the Companycontinuing. 33.2.2 (b) The consent of the Company ABB to an assignment, assignment or transfer or sub-participation must not to be unreasonably withheld or delayed. The Company ABB will be deemed to have given its consent ten (10) within 10 Business Days after the Lender has requested it of receipt of a request for such consent unless consent is expressly refused by the Company ABB within that time. The Company . (c) Nothing in this Agreement shall prevent any Lender from assigning or pledging all or any part of its rights or interests under this Agreement to any central bank or any supranational bank as security for its borrowings from that central bank or supranational bank, provided that such assignment or pledge does not involve a release of such Lender from any of its obligations under this Agreement. (d) An assignment or transfer shall be considered to be reasonable in refusing consent ifrespect of a Commitment of at least $10,000,000 or, inter aliaif less, such transfer would cause the Company whole of the Commitment of the relevant assignor or the Borrowers to incur additional costs under the Facility (including pursuant to Clause 18.1 (Increased Costs))transferor. 33.2.3 A transfer (e) An assignment will only be effective if on: (i) receipt by the procedure set out Facility Agent of written confirmation from the New Lender (in Clause 33.5 (Procedure for transferform and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the Obligors as it would have been under if it was an Original Lender and that the New Lender is complied with and a Qualifying Lender; and (ii) performance by the Facility Agent has performed of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such transfer assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. 33.2.4 (f) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with and, unless an Event of Default has occurred and is continuing, if the New Lender is a Qualifying Lender. (g) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents, Documents or changes its Facility Office; and (iii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged obliged, or at such date it is reasonably foreseeable that an Obligor would be obliged, to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 17 13 (Tax gross-up and indemnities) or Clause 18 14 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office; or (ii) in the case of an assignment or transfer to an Affiliate of the Lender, as a result of circumstances existing at the date of the assignment or transfer or at any time following the assignment or transfer, an Obligor would be obliged to make a payment under Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office), then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (h) For so long as it is a requirement under Dutch law at the time of an assignment or transfer by way of novation that the New Lender qualifies as a PMP, a Lender may only assign or transfer by way of novation all or any of its rights, benefits and obligations hereunder to a New Lender if and to the extent that such new Lender qualifies as a PMP. (i) For so long as it is a requirement of Dutch law that each Lender is a PMP and that the Dutch Borrower must verify the PMP status of a New Lender, a proposed New Lender which is not a Verifiable PMP shall provide the Dutch Borrower, through the Facility Agent, with information in respect of itself reasonably requested by the Dutch Borrower with a view to enabling the Dutch Borrower to verify its PMP status at least ten Business Days prior to the proposed Transfer Date or the proposed date of assignment in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder.

Changes to the Lenders. 33.1 22.1 Assignments and transfers by the Lenders 33.1.1 (a) Subject to this Clause 3322, a Lender (the “Existing Lender”) may onlymay: (ai) assign any of its rights to; (b) transfer any of its rights (including such as relate to that Lender’s participation in each Utilisation) and obligations torights; or (cii) enter into any sub-participation agreement in respect of transfer by novation any of its rights and obligations withobligations, to another bank or financial institution (the “New Lender”). Such a transfer of its rights and obligations in respect of Facility A must (if it does not relate to the full amount of its Commitment) relate to an integral multiple of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000). 33.1.2 Any such transfer by a Lender of all or(b) In addition to the other rights provided to Lenders under this Clause 22, as the case may be, part of its Facility A Commitment must relate to all or, as the case may be, a corresponding pro rata part of its Swingline Commitments or (if it is not itself a Swingline Lender) be accompanied by a transfer of all or, as the case may be, a corresponding pro rata part of the Swingline Commitment of its Affiliate. 33.1.3 A Facility A each Lender may not without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (for the avoidance whether by way of doubtcollateral or otherwise) transfer all or any part of any of its rights and under any Finance Document to secure obligations of that Lender including, without limitation: (i) any charge, assignment or other Security to secure obligations to a federal reserve, central bank or other applicable governing body or authority; (ii) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as an L/C security for those obligations or securities, except that no such charge or assignment of Security shall: (A) release a Lender separately from a transfer any of its Facility A Commitment obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or (B) require any payments to be made by an Obligor or a corresponding part thereof)grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents. 33.1.4 An L/C Lender may only assign or transfer its rights and obligations as an L/C Lender to a New Lender that is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, , 11 N.Y.C.R.R. pt. 79, as amended from time to time.22.2 Parent consent 33.1.5 (a) The consent of the Finance Parties Parent is hereby given to a required for an assignment or transfer by an Existing Lender to a New Lender. 33.2 Conditions of , unless the assignment or transfer 33.2.1 The consent of the Company transfer is required for an assignment, transfer or sub-participation by a Lender but the Company hereby consents to an assignment, transfer or sub-participation to another Lender or an Affiliate of any Lender or, if at the time of such assignment or transfer there is a Lender, provided that such Affiliate is an Acceptable Bank and further provided that such transfer would not cause the Company or the Borrowers to incur Increased Costs under Clause 18.1 (Increased Costs). Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting (including a transfer continuing Event of Facility Office) in relation to a Utilisation by a Borrower established in France may be effected to a New Lender incorporated, domiciled or acting through a Facility Office situated in a Non-Cooperative Jurisdiction without prior consent of the CompanyDefault. 33.2.2 (b) The consent of the Company Parent to an assignment, assignment or transfer or sub-participation must not be unreasonably withheld or delayed. The Company Parent will be deemed to have given its consent ten (10) Business Days after it has received a written request from the Existing Lender has requested it unless consent is expressly refused by the Company Parent within that time. The Company shall be considered to be reasonable in refusing consent if, inter alia, such transfer would cause the Company or the Borrowers to incur additional costs under the Facility (including pursuant to Clause 18.1 (Increased Costs)). 33.2.3 A transfer 22.3 Other conditions of assignment or transfer (a) An assignment will only be effective if on: (i) receipt by the procedure set out Agent of written confirmation from the New Lender (in Clause 33.5 (Procedure for transferform and substance satisfactory to the Agent) is complied with and that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it had been an Original Lender; and (ii) performance by the Agent has performed of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such transfer assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 33.2.4 (b) A transfer will only be effective if the procedure set out in Clause 22.6 (Procedure for transfer) is complied with. (c) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents, Documents or changes its Facility Office; and (iii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment under Clause 17 (Tax gross-up and indemnities) or Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office; or (ii) in the case of an assignment or transfer to an Affiliate of the Lender, as a result of circumstances existing at the date of the assignment or transfer or at any time following the assignment or transfer, an Obligor would be obliged to make a payment Office under Clause 18 12 (Tax Gross Up) or Clause 13 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office), then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (c) shall not apply: (i) in respect of an assignment or transfer made in the ordinary course of the primary syndication of any Facility; or (ii) in relation to Clause 12.2 (Tax gross-up), to a UK Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii)(B) of Clause 12.2 (Tax gross-up), if the UK Borrower making the payment has not made a Borrower DTTP Filing in respect of that UK Treaty Lender.

Changes to the Lenders. 33.1 27.1 Assignments and transfers by the Lenders 33.1.1 Lenders Subject to this Clause 3327, a Lender (the “Existing Lender”) may onlymay: (a) assign any of its rights to;and benefits; or (b) transfer by novation any of its rights (including such as relate rights, benefits and obligations, to that Lender’s participation in each Utilisation) and obligations to; or (c) enter into any sub-participation agreement in respect of any of its rights and obligations with, another bank or financial institution (the “New Lender”). Such a transfer of its rights and obligations in respect of Facility A must (if it does not relate to the full amount of its Commitment) relate to an integral multiple of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000). 33.1.2 Any such transfer by a Lender of all or, as the case may be, part of its Facility A Commitment must relate to all or, as the case may be, a corresponding pro rata part of its Swingline Commitments or (if it is not itself a Swingline Lender) be accompanied by a transfer of all or, as the case may be, a corresponding pro rata part of the Swingline Commitment of its Affiliate. 33.1.3 A Facility A Lender may not (for the avoidance of doubt) transfer all or any part of any of its rights and obligations as an L/C Lender separately from a transfer of its Facility A Commitment (or a corresponding part thereof). 33.1.4 An L/C Lender may only assign or transfer its rights and obligations as an L/C Lender to a New Lender that is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, , 11 N.Y.C.R.R. pt. 79, as amended from time to time. 33.1.5 The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender. 33.2 27.2 Conditions of assignment or transfer 33.2.1 (a) The consent of the Company Parent is required for an assignmentassignment or transfer by an Existing Lender, unless an Event of Default has occurred and is continuing or unless the assignment or transfer or sub-participation by a Lender but the Company hereby consents to an assignment, transfer or sub-participation is to another Lender or an Affiliate of a Lender, provided that such Affiliate is an Acceptable Bank and further provided that such transfer would not cause the Company or the Borrowers to incur Increased Costs under Clause 18.1 (Increased Costs). Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting (including a transfer of Facility Office) in relation to a Utilisation by a Borrower established in France may be effected to a New Lender incorporated, domiciled or acting through a Facility Office situated in a Non-Cooperative Jurisdiction without prior consent of the Company. 33.2.2 (b) The consent of the Company Parent to an assignment, assignment or transfer or sub-participation must not be unreasonably withheld or delayed. The Company Parent will be deemed to have given its consent ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company Parent within that time. The Company shall be considered to be reasonable in refusing consent if, inter alia, such transfer would cause the Company or the Borrowers to incur additional costs under the Facility (including pursuant to Clause 18.1 (Increased Costs)). 33.2.3 A (c) The consent of the Parent to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective if on: (i) receipt by the procedure set out Facility Agent of a written confirmation from the New Lender (in Clause 33.5 (Procedure for transferform and substance satisfactory to the Facility Agent) is complied with that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and (ii) performance by the Facility Agent has performed of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such transfer assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. 33.2.4 (e) A transfer will only be effective on receipt by the Facility Agent if the procedure set out in Clause 27.5 (Procedure for transfer) is complied with. (f) Any assignment or transfer of part of its Commitment shall be in a minimum amount of £5,000,000. (g) If: (ai) a Lender assigns or transfers any of its rights rights, benefits or obligations under the Finance Documents, Documents or changes its Facility Office; and (iii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 17 16 (Tax gross-up and indemnities) or Clause 18 17 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office; or (ii) in the case of an assignment or transfer to an Affiliate of the Lender, as a result of circumstances existing at the date of the assignment or transfer or at any time following the assignment or transfer, an Obligor would be obliged to make a payment under Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Officecosts), then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Changes to the Lenders. 33.1 22.1 Assignments and transfers by the Lenders 33.1.1 Subject to this Clause 33, a Lender (the “Existing Lender”) may only: (a) assign any of its rights to;and benefits; or (b) transfer by novation any of its rights (including such as relate rights, benefits and obligations, under the PIK Finance Documents to that Lender’s participation in each Utilisation) and obligations to; or (c) enter into any sub-participation agreement in respect of any of its rights and obligations with, another 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 “"New Lender”). Such a transfer of its rights and obligations in respect of Facility A must (if it does not relate to the full amount of its Commitment") relate to an integral multiple of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000). 33.1.2 Any such transfer by a Lender of all or, as the case may be, part of its Facility A Commitment must relate to all or, as the case may be, a corresponding pro rata part of its Swingline Commitments or (if it is not itself a Swingline Lender) be accompanied by a transfer of all or, as the case may be, a corresponding pro rata part of the Swingline Commitment of its Affiliate. 33.1.3 A Facility A Lender may not (for the avoidance of doubt) transfer all or any part of any of its rights and obligations as an L/C Lender separately from a transfer of its Facility A Commitment (or a corresponding part thereof). 33.1.4 An L/C Lender may only assign or transfer its rights and obligations as an L/C Lender to a New Lender provided that is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, , 11 N.Y.C.R.R. pt. 79, as amended from time to time. 33.1.5 The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to novation shall not in Switzerland be construed as meaning that a New Lenderclaim being transferred is extinguished and replaced by a new claim. 33.2 22.2 Conditions of assignment or transfer 33.2.1 The (a) [Reserved] (b) Subject to paragraph (c) below, the Company must be consulted before an assignment or transfer by an Existing Lender but no consent of the Company is shall be required for an assignment, transfer such assignment or sub-participation by a Lender but the Company hereby consents to an assignment, transfer or sub-participation to another Lender or an Affiliate of a Lendertransfer, provided that such Affiliate is an Acceptable Bank and further provided that such transfer would not cause the Existing Lender shall notify the Company after such assignment or the Borrowers transfer is completed. (c) Subject to incur Increased Costs under Clause 18.1 paragraph (Increased Costs). Notwithstanding the a) above, no assignmentfollowing the occurrence of an Event of Default which is continuing, transfer, sub-participation an assignment or subcontracting (including a transfer of Facility Office) in relation to a Utilisation by a Borrower established in France an Existing Lender may be effected to a New Lender incorporated, domiciled or acting through a Facility Office situated in a Non-Cooperative Jurisdiction made without prior consent of consultation with the Company. 33.2.2 The Company and no consent of the Company to an assignment, transfer shall be required for such assignment or sub-participation must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten transfer. (10d) Business Days after the Lender has requested it unless consent is expressly refused by Unless the Company within that time. The Company shall be considered and the PIK Facility Agent otherwise agree and except as provided below, if an Existing Lender assigns or transfers all or any part of its Commitments and Loans or of its rights and obligations under this Agreement to be reasonable in refusing consent ifa person other than one of its Affiliates, inter aliaanother Lender or a Related Fund, such transfer would cause or assignment must be: (i) where the Company Existing Lender is a bank, in a minimum amount of €5,000,000 or where the Borrowers Existing Lender is another financial institution or fund, in a minimum amount of €1,000,000, or if it is a transfer or assignment of all of the Existing Lender's existing Commitments and Loans, in an amount equal to incur additional costs under such existing share; (ii) in an amount such that each of the Facility Existing Lender and the New Lender has, after the transfer, Commitments and Loans in a minimum amount of €10,000,000 (including pursuant if it is a bank) or €2,500,000 (if it is another financial institution or fund) or, if it is a transfer or assignment of all of the Existing Lender's existing Commitments and Loans, in an amount equal to Clause 18.1 such existing Commitments and Loans. (Increased Costs)e) If on the same date two or more Existing Lenders are transferring part of their Commitments and Loans to the same transferee or assignee, the minimum amount so transferred by any Existing Lender to the transferee or assignee may be less than €5,000,000 (if it is a bank) or €1,000,000 (if it is another financial institution or fund) if the aggregate amount transferred to that transferee or assignee on that date is €5,000,000 or more (if that transferee or assignee is a bank) or €1,000,000 or more (if that transferee or assignee is another financial institution or fund). 33.2.3 A (f) No Lender may transfer or assign any of its rights, benefits or obligations under the PIK Finance Documents to, or enter into any participation arrangements with, any person to the extent it would violate any applicable US federal or state securities laws or regulations relating to Margin Stock. (g) An assignment will only be effective if (i) on the procedure set out in Clause 33.5 (Procedure for transfer) is complied with and (ii) performance by the PIK Facility Agent has performed of all “"know your customer” " or similar other checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such transfer assignment to a New Lender, the completion of which the PIK Facility Agent shall promptly notify to the Existing Lender and the New Lender. 33.2.4 (h) If: (ai) a Lender assigns or transfers any of its rights rights, benefits or obligations under the PIK Finance Documents, Documents or changes its Facility Office; and (iii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor the Company would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 17 11 (Tax gross-up and indemnities) or Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office; or (ii) in the case of an assignment or transfer to an Affiliate of the Lender, as a result of circumstances existing at the date of the assignment or transfer or at any time following the assignment or transfer, an Obligor would be obliged to make a payment under Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office), then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (i) Without prejudice to any other provision of this Agreement relating to assignment or transfer by any Lender of its rights and obligations under the Finance Documents, any Lender which is a Fund may, without the consent of the Company or the PIK Facility Agent, pledge its share of any Loan to a trustee for the benefit of investors in that Fund and in support of its obligations to such investors or trustee. No such pledge will release the relevant Lender from its obligations under the Finance Documents.

Changes to the Lenders. 33.1 26.1 Assignments and transfers by the Lenders 33.1.1 Lenders Subject to this Clause 3326, a Lender (the “"Existing Lender”") may onlymay: (a) assign any of its rights to;rights; or (b) transfer any of its rights (including such as relate to that Lender’s participation in each Utilisation) and obligations to; or (c) enter into any sub-participation agreement in respect of by novation any of its rights and obligations withobligations, to another bank or bank, financial institution or other person (the “"New Lender”). Such a transfer of its rights and obligations in respect of Facility A must (if it does not relate to the full amount of its Commitment) relate to an integral multiple of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000"). 33.1.2 Any such 26.2 Conditions of assignment or transfer (a) A partial transfer or assignment by a Lender shall be in a minimum Base Currency Amount of all (Euro) 7,500,000 in relation to Facility A and in a minimum Base Currency Amount of US$7,500,000 in relation to Facility B or Facility C unless, in each case: (i) such transfer or assignment is to an Affiliate of a Lender or to another existing Lender; or (ii) an Event of Default is continuing. For the avoidance of doubt (A) any transfer or assignment of a Facility in excess of (Euro) 7,500,000 or US$7,500,000, as the case may be, part or (B) any transfer or assignment of its the whole of a Facility A Commitment must relate to all orwhether higher or lower than (Euro) 7,500,000 or US$7,500,000, as the case may be, a corresponding pro rata part of its Swingline Commitments shall, in each case, be freely transferable or (if it is not itself a Swingline Lender) be accompanied by a transfer of all or, as the case may be, a corresponding pro rata part of the Swingline Commitment of its Affiliateassignable. 33.1.3 A Facility A Lender may not (for the avoidance of doubtb) transfer all or any part of any of its rights and obligations as an L/C Lender separately from a transfer of its Facility A Commitment (or a corresponding part thereof). 33.1.4 An L/C Lender may only assign or transfer its rights and obligations as an L/C Lender to a New Lender that is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, , 11 N.Y.C.R.R. pt. 79, as amended from time to time. 33.1.5 The consent of the Issuing Bank shall be required to a transfer or assignment of Facility C to the extent specified in Clause 7.2 (Assignments and transfers). (c) An assignment will only be effective on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender and the Agent has recorded the transfer to the New Lender in the Register (as defined in paragraph (g) below). (d) A transfer will only be effective if the procedure set out in Clause 26.5 (Procedure for transfer) is hereby given to a complied with. (e) Any assignment or transfer by an Existing Lender to a New LenderLender may be made in respect of one or more of the Facilities. 33.2 Conditions of assignment or transfer 33.2.1 The consent of the Company is required for an assignment, transfer or sub-participation by a Lender but the Company hereby consents to an assignment, transfer or sub-participation to another Lender or an Affiliate of a Lender, provided that such Affiliate is an Acceptable Bank and further provided that such transfer would not cause the Company or the Borrowers to incur Increased Costs under Clause 18.1 (Increased Costs). Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting (including a transfer of Facility Officef) in relation to a Utilisation by a Borrower established in France may be effected to a New Lender incorporated, domiciled or acting through a Facility Office situated in a Non-Cooperative Jurisdiction without prior consent of the Company. 33.2.2 The consent of the Company to an assignment, transfer or sub-participation must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten (10) Business Days after the Lender has requested it unless consent is expressly refused by the Company within that time. The Company shall be considered to be reasonable in refusing consent if, inter alia, such transfer would cause the Company or the Borrowers to incur additional costs under the Facility (including pursuant to Clause 18.1 (Increased Costs)). 33.2.3 A transfer will only be effective if (i) the procedure set out in Clause 33.5 (Procedure for transfer) is complied with and (ii) the Agent has performed all “know your customer” or other checks relating to any person that it is required to carry out in relation to such transfer to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 33.2.4 If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents, Documents or changes its Facility Office; and (iii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 17 15 (Tax gross-up and indemnities) or Clause 18 16 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office; or (ii) in the case of an assignment or transfer to an Affiliate of the Lender, as a result of circumstances existing at the date of the assignment or transfer or at any time following the assignment or transfer, an Obligor would be obliged to make a payment under Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office), then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (g) Paragraph (f) above and Clause 26.3 (Assignment or transfer fee) shall not apply to any assignment or transfer made as part of the syndication of the Facilities on or prior to the Syndication Date. (h) The Agent shall maintain a book-entry transfer register (for the purposes of this Clause 26, the "Register") for the purposes of all assignments or transfers made pursuant to this Clause 26 and shall supply to any other Party (at that Party's expense) a copy of this Register upon reasonable written request. (i) The Agent shall notify the Company promptly and no later than 10 Business Days following: (i) any assignment or transfer under this Clause 26; and (ii) the end of each half of its financial years deliver to the Company a list of the Lenders and their level of Commitments in each Facility as at that date. (j) If any Lender assigns its rights under this Agreement a written instrument by which such rights are assigned must be notified to any Borrower incorporated in France by bailiff ("huissier") in accordance with the provisions of Article 1690 of the French Civil Code at the cost of the Lender concerned.

Changes to the Lenders. 33.1 30.1 Assignments and transfers by the Lenders 33.1.1 (a) Subject to this Clause 3330 and to Clause 31 (Restrictions on debt purchase Transactions), a Lender (the “"Existing Lender”") may onlymay: (ai) assign any of its rights to; (b) transfer any of its rights (including such as relate to that Lender’s participation in each Utilisation) and obligations torights; or (cii) enter into any sub-participation agreement in respect of transfer by novation any of its rights and obligations withobligations, under any Finance Document to another 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 “"New Lender”). Such ") subject to a minimum transfer of its rights and obligations in respect of Facility A must (if it does not relate to the full amount of its Commitment) relate £1,000,000 (other than any transfer from a Lender to an integral multiple Affiliate or a Related Fund of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000such Lender). 33.1.2 Any such transfer by a Lender of all or(b) Notwithstanding paragraph (a) above, as the case may be, part of its Facility A Commitment must relate to all or, as the case may be, a corresponding pro rata part of its Swingline Commitments or (if it is not itself a Swingline Lender) be accompanied by a transfer of all or, as the case may be, a corresponding pro rata part of the Swingline Commitment of its Affiliate. 33.1.3 A Facility A no Lender may not (for the avoidance of doubt) assign or transfer all or any part of sub-participate any of its rights and and/or obligations as an L/C Lender separately from a transfer under this Agreement to any member of its Facility A Commitment (or a corresponding part thereof)the Group without the prior consent of all the Lenders. 33.1.4 An L/C Lender may only assign or transfer its rights and obligations as an L/C Lender to a New Lender that is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, , 11 N.Y.C.R.R. pt. 79, as amended from time to time. 33.1.5 The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender. 33.2 30.2 Conditions of assignment or transfer 33.2.1 The consent of (a) An Existing Lender must consult with the Company is required Parent for no more than 5 days before it may make an assignment, assignment or transfer in accordance with Clause 30.1 (Assignments and transfers by the Lenders) unless the assignment or sub-participation by a Lender but the Company hereby consents to an assignment, transfer or sub-participation is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, provided that such Affiliate is an Acceptable Bank and further provided that such transfer would not cause the Company or the Borrowers to incur Increased Costs under Clause 18.1 (Increased Costs). Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting (including a transfer of Facility Office) in relation to a Utilisation by fund which is a Borrower established in France may be effected to a New Lender incorporated, domiciled or acting through a Facility Office situated in a Non-Cooperative Jurisdiction without prior consent Related Fund of the CompanyExisting Lender; or (iii) made at a time when an Event of Default is continuing. 33.2.2 The consent of the Company to an assignment, transfer or sub-participation must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten (10b) Business Days after the Lender has requested it unless consent is expressly refused by the Company within that time. The Company shall be considered to be reasonable in refusing consent if, inter alia, such transfer would cause the Company or the Borrowers to incur additional costs under the Facility [Intentionally blank] (including pursuant to Clause 18.1 (Increased Costs)). 33.2.3 A transfer c) An assignment will only be effective if on: (i) receipt by the procedure set out Agent (whether in Clause 33.5 the Assignment Agreement or otherwise) of written confirmation from the New Lender (Procedure for transferin form and substance satisfactory to the Agent) is complied with that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (iii) the performance by the Agent has performed of all “necessary "know your customer” " or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such transfer assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 33.2.4 (d) A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 30.5 (Procedure for transfer) is complied with. (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents, Documents or changes its Facility Office; and (iii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 17 18 (Tax gross-up and indemnities) or Clause 18 19 (Increased Costscosts), then (unless the assignment, transfer or charge has been made in mitigation in accordance with Clause 21 (Mitigation by the Lenders)) to the New Lender or to the Lender acting through its new Facility Office; or (ii) in the case of an assignment or transfer to an Affiliate of the Lender, as a result of circumstances existing at the date of the assignment or transfer or at any time following the assignment or transfer, an Obligor would be obliged to make a payment under Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office, then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (f) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.