Common use of Transfers by Banks Clause in Contracts

Transfers by Banks. (a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below at any time assign, transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to another bank or financial institution (the "NEW BANK"). The prior consent of the Borrower is required for any such assignment, transfer or novation, unless: (i) the New Bank is another Bank or an Affiliate of a Bank; or (ii) a Default has occurred, is continuing and has not been waived. However, the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refused. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 (Procedure for novations); (ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the Borrower. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000. (e) An Existing Bank is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, but excludes a Bank if no amount is or may be owed to or by that Bank under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. (a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below may at any time assign, transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to another bank or financial institution (the "NEW BANK"). The prior consent of the Borrower is required for any such assignment, transfer or novation, unless: (i) the New Bank is another Bank or an Affiliate of a Bank; or (ii) a Default has occurred, is continuing and has not been waived. However, the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refused. (b) A transfer of obligations will be effective only if either:either:- (i) the obligations are novated in accordance with Clause 27.3 25.3 (Procedure for novations);; or (ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the BorrowerAgent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000US$200. (e) An Existing Bank is not responsible to a New Bank for:for:- (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it:it:- (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to:to:- (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clauseClause; or (ii) support any losses incurred by the New Bank by reason of the non-non- performance by the Borrower of its obligations under the Finance Documents this Agreement or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, Bank but excludes a Bank if no amount is or may be owed to or by that Bank it under this Agreement and its Commitment has been cancelled or reduced to nil. (i) If any assignment, transfer or novation of all or any part of the rights and/or obligations of a Bank pursuant to this Clause 25 is made and this results at that time in amounts becoming due under Clause 11.1 (Gross-up) or additional amounts becoming due under Clause 13.1 (Increased costs), then such assignee, transferee or novatee shall be entitled to receive such amounts or additional amounts under those clauses only to the extent that the assignee, transferee or novatee would have been so entitled had there been no such assignment, transfer or novation.

Transfers by Banks. (a) A Bank Lender (the "EXISTING BANK"“Existing Lender”) may, subject to paragraph (b) below may at any time assign, assign and transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to any of its subsidiaries or to another bank or financial institution (the "NEW BANK"). The prior consent of the Borrower is required for any such assignment, transfer or novation, unless:subject to; (i) approval from the New Bank is another Bank or an Affiliate of a BankAgent; orand (ii) payment of a Default has occurred, is continuing and has not been waivedtransfer fee of USD 3,000.- to the Agent. However, The Affiliate or bank or institution or entity being the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refused“New Lender” . (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 (Procedure for novations); (ii) the New Bank Lender confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank Lender in form and substance satisfactory to the Agent and the BorrowerAgent. On the transfer becoming effective in this manner the Existing Bank Lender shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respectsLender. (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000. (e) An Existing Bank Lender is not responsible to a New Bank Lender for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document this Agreement or any other document; (ii) the collectability of amounts payable under any Finance Documentthis Agreement; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Documentthis Agreement. (fd) Each New Bank Lender confirms to the Existing Bank Lender and the other Finance Parties Lenders that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank Lender in connection with any Finance Documentthis Agreement; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise. (he) Any reference in this Agreement to a Bank Lender includes a New Bank, Lender but excludes a Bank Lender if no amount is or may be owed to or by that Bank it under this Agreement and its Commitment has been cancelled or reduced to nil. (f) Costs in connection with documenting (hereunder reasonable amendments and recordings) the transfer by the Lenders hereunder shall be for the account of the Lenders. (g) A Lender may disclose to a prospective New Lender, such information about the Borrower and/or the Transaction Documents as such Lender shall consider appropriate.

Transfers by Banks. (a) A Subject to Clauses 7.3 (Assignments and transfers) and 9.4 (Conditions of assignment or transfer), a Bank (the "EXISTING BANK"Existing Bank) may, subject to paragraph (b) below may at any time assign, transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement (in a minimum amount equal to US$10,000,000 or, if less with respect to a particular Bank, the balance of that Bank’s Commitment at the time of transfer) to another bank or financial institution which is a Qualifying Bank (the "NEW BANK"New Bank). The prior consent of the Borrower Company is required for any such assignment, transfer or novation, unless: (i) the New Bank is another Bank or an Affiliate of a Bank; or (ii) a Default has occurred, is continuing and has not been waivedoutstanding. However, the prior consent of the Borrower Company must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 21 days of receipt by the Borrower Company of an application for consent, it has not been expressly refused. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 30.3 (Procedure for novations);; or (ii) the New Bank confirms to the Agent and the Borrower Company that it is a Qualifying Bank and that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the BorrowerAgent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligationobligation except that no Bank may sub-contract any such obligation if the effect of such contract would be that a person other than a Qualifying Bank has any beneficial entitlement to any interest received by it under this Agreement. (d) On each occasion that an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound £1,000. (e) An Existing Bank is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower Company and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower Company and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clauseClause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower Company of its obligations under the Finance Documents this Agreement or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, but excludes a Bank if no amount is or may be owed to or by that Bank under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. (a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below may at any time assign, assign or transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement and the Collateral Sharing Intercreditor Agreement to another bank or financial institution (the "NEW BANKBank"). The ) with, in the case of any bank or financial institution other than a Bank or an Affiliate of such Existing Bank, the prior written consent of the Borrower is required for any Borrower, such assignment, transfer consent not to be unreasonably withheld or novation, unlessdelayed; provided that: (i) such assignment and/or transfer shall be in the New amount of euro5,000,000 and an integral multiple of euro1,000,000, in the case of an assignment and/or transfer under Tranche A and in the amount of the Zloty Equivalent of euro3,000,000 and an integral multiple of euro500,000, in the case of an assignment and/or transfer under Tranche B, except in the case of an assignment or transfer which has the effect of reducing the participation of the relevant Bank is another Bank or an Affiliate of a Bankto zero; orand (ii) if the Borrower fails to respond to a Default has occurred, is continuing and has not been waived. Howeverrequest for such consent within 10 Business Days after such request, the prior consent of the Borrower must not be unreasonably withheld or delayed and will shall be deemed to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refusedits consent under this Clause 30.2(a). (b) A transfer and/or assignment of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 (Procedure for novations); (ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement and the Collateral Sharing Intercreditor Agreement as a Bank in form and substance satisfactory to the Agent or executes a Transfer Certificate and serves the attached notice on the Borrower and the BorrowerAgent. On the transfer and/or assignment becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement and the Collateral Sharing Intercreditor Agreement to the extent that they are transferred and/or assigned to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement and the Collateral Sharing Intercreditor Agreement for that obligation. (d) On each occasion an Existing Bank assigns, assigns and/or transfers or novates any of its Tranche A Commitment and/or its Tranche B Commitment and/or rights and/or obligations under this AgreementAgreement and the Collateral Sharing Intercreditor Agreement to any bank or financial institution other than an Affiliate of such Existing Bank, the New Bank shall, on the date the assignment, assignment or transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000.euro1,500, in the case of a transfer and/or assignment under Tranche B and euro5,000 in the case of a transfer and/or assignment under Tranche A. (e) An Existing Bank is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Senior Finance Document or any other document; (ii) the collectability of amounts payable under any Senior Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Senior Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower Obligors and its their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Senior Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower Obligors and its their related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (g) Nothing in any Senior Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the Commitment and/or rights and/or obligations assigned, transferred or novated under this clauseClause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Senior Finance Documents or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, Bank but excludes a Bank if no amount is or may be owed to or by that Bank it under this Agreement and its Commitment has been cancelled or reduced to nil. (i) If at any time any Bank assigns or transfers any of its rights, benefits and obligations hereunder or transfers its Facility Office and at the time of such assignment or transfer there arises an obligation on the part of the Borrower under Clause 14 (Taxes) or Clause 16 (Increased costs)(other than a payment in respect of the Bank Guarantee Fund) to pay to such Bank or its assignee or transferee any amount in excess of the amount the Borrower would have then been obliged to pay but for such assignment or transfer, then the Borrower shall not be obliged to pay the amount of such excess.

Transfers by Banks. (a) A Bank Lender (the "EXISTING BANK"“Existing Lender”) may, subject to paragraph (b) below may at any time assign, assign and transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to any of its subsidiaries or to another bank or financial institution (the "NEW BANK"). The prior consent of the Borrower is required for any such assignment, transfer or novation, unless:subject to; (i) approval from the New Bank is another Bank or an Affiliate of a BankAgent; orand (ii) payment of a Default has occurred, is continuing and has not been waivedtransfer fee of USD 3,000.- to the Agent. However, The Affiliate or bank or institution or entity being the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refused“New Lender”. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 (Procedure for novations); (ii) the New Bank Lender confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank Lender in form and substance satisfactory to the Agent and the BorrowerAgent. On the transfer becoming effective in this manner the Existing Bank Lender shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respectsLender. (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000. (e) An Existing Bank Lender is not responsible to a New Bank Lender for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document this Agreement or any other document; (ii) the collectability of amounts payable under any Finance Documentthis Agreement; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Documentthis Agreement. (fd) Each New Bank Lender confirms to the Existing Bank Lender and the other Finance Parties Lenders that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank Lender in connection with any Finance Documentthis Agreement; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise. (he) Any reference in this Agreement to a Bank Lender includes a New Bank, Lender but excludes a Bank Lender if no amount is or may be owed to or by that Bank it under this Agreement and its Commitment has been cancelled or reduced to nil. (f) (f Costs in connection with documenting (hereunder reasonable amendments and recordings) the transfer by the Lenders hereunder shall be for the account of the Lenders. (g) A Lender may disclose to a prospective New Lender, such information about the Borrower and/or the Transaction Documents as such Lender shall consider appropriate.

Transfers by Banks. (a) A If any Bank (the "EXISTING BANK") may, subject wishes to paragraph (b) below at any time assign, transfer by novation all or novate any of its Commitmentrights, benefits and/or obligations hereunder as contemplated in whole or in part, and/or any rights and/or any obligations under this Agreement to another bank or financial institution Clause 20.3 (the "NEW BANK"). The prior consent of the Borrower is required for any Assignments and Transfers by Banks) then such assignment, transfer or novation, unless: may be effected by (i) the New Bank is another Bank or an Affiliate delivery to the Facility Agent of a Bank; or duly completed Transfer Certificate executed by such Transferor Bank and the relevant Transferee and (ii) a Default has occurred, is continuing and has not been waivedthe transfer being recorded in the Register (as defined in Clause 20.7 (The Register)). However, the prior consent The registration of the Borrower must not transfer shall be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt recorded by the Borrower Facility Agent upon receipt of an application for consenta duly completed Transfer Certificate duly executed by the Transferor Bank and the Transferee. Upon the earlier of (i) the Transfer Date (provided that the Facility Agent had received the duly completed Transfer Certificate five Business Days (or such earlier Business Day as may be agreed by the Facility Agent) prior to the proposed Transfer Date) and (ii) the date five Business Days following the receipt of the duly completed Transfer Certificate then: (a) to the extent that in such Transfer Certificate the Transferor Bank seeks to transfer by novation its rights, it has not been expressly refused.benefits and obligations hereunder, each of the Obligors and such Transferor Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 20.5 as “discharged rights and obligations”); (b) A transfer each of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 (Procedure for novations); (ii) the New Bank confirms to the Agent Obligors and the Borrower that it undertakes to be bound by Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the terms same in place of this Agreement as a Bank in form such Obligor and substance satisfactory to the Agent and the Borrower. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New such Transferor Bank; (iiic) the New Bank accedes to the Mortgage Facility Agent, such Transferee and the Pledge of Quota Shares by execution of a deed of assignment of interest in other Senior Finance Parties shall acquire the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) same rights and benefits and assume the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) Nothing in this Agreement restricts the ability of same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to sub-contract an obligation if that extent the Facility Agent and the relevant Transferor Bank remains liable under this Agreement for that obligation.shall each be released from further obligations to each other hereunder; (d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account such Transferee shall become a fee of pound 1,000party hereto as a “Bank”. (e) An Existing Bank is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, but excludes a Bank if no amount is or may be owed to or by that Bank under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. 23.4.1 Any Bank may, subject to Clause 23.5 (a) A CONDITION TO ASSIGNMENTS AND TRANSFERS), transfer, in accordance with this 23.4, any of its rights and obligations under the Financing Documents. 23.4.2 If any Bank (the "EXISTING BANK") may, subject wishes to paragraph (b) below at transfer all or any time assign, transfer or novate any part of its Commitment, Commitment or Participation in whole or in part, and/or any rights and/or any obligations under this Agreement the Facilities to another bank or other financial institution (including funds) (the "NEW BANKBANK TRANSFEREE"). The , such transfer may be effected by way of a novation by the delivery to, and the execution by, the Facility Agent of a duly completed Transfer Certificate, PROVIDED THAT if a Bank wishes to transfer all or a part of its Revolving Credit Commitment it shall obtain the prior written consent of the Borrower is required for any such assignment, transfer or novation, unlessIssuing Bank. 23.4.3 On the date specified in the Transfer Certificate: (ia) to the New extent that in the Transfer Certificate the Existing Bank is another Bank seeks to transfer its Commitment or an Affiliate of a Bank; or (ii) a Default has occurred, is continuing and has not been waived. HoweverParticipation in the Facilities, the prior consent of Borrowers and the Borrower must not Existing Bank shall each be unreasonably withheld or delayed released from further obligations to each other under this Agreement and will their respective rights against each other shall be deemed cancelled (such rights and obligations being referred to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refused.in this sub-clause 23.4.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"); (b) A transfer the Borrowers and the Bank Transferee shall each assume obligations towards each other and/or acquire rights against each other which differ from the Discharged Rights and Obligations only insofar as the Borrowers and the Bank Transferee have assumed and/or acquired the same in place of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 (Procedure for novations)Borrowers and the Existing Bank; (iic) each of the New Bank confirms to the Agent Parties and the Borrower that it undertakes to be bound by Bank Transferee shall acquire the terms of same rights and assume the same obligations among themselves as they would have acquired and assumed had the Bank Transferee been a party under this Agreement as a Bank in form and substance satisfactory to with the Agent and rights and/or the Borrower. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares acquired or assumed by execution of it as a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour result of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation.transfer; and (d) On each occasion a proportion of the Existing Bank's rights under the Security Documents, equal to the proportion of the Existing Bank's rights under this Agreement being transferred, shall automatically be transferred to the Bank Transferee. 23.4.4 The Facility Agent shall promptly complete a Transfer Certificate on request by an Existing Bank assigns, transfers or novates any and upon payment by the Bank Transferee of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000. (e) An Existing Bank is US$1,500 to the Facility Agent. Each Party irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf PROVIDED THAT such authorisation does not responsible extend to the execution of a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency Transfer Certificate on behalf of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (f) Each New Bank confirms to either the Existing Bank and or the other Finance Parties that it:Bank Transferee named in the Transfer Certificate. (i) has made its own independent investigation and assessment 23.4.5 The Facility Agent shall promptly notify the Parent Guarantor of the financial condition receipt and affairs of the Borrower and execution on its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it behalf by the Existing Bank in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank Facility Agent of any of the rights and/or obligations assigned, transferred or novated under this clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwiseTransfer Certificate. (h) Any reference in this Agreement to a Bank includes a New Bank, but excludes a Bank if no amount is or may be owed to or by that Bank under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. (a) A Bank (the "EXISTING BANK"“Existing Bank”) may, subject to paragraph (b) below may at any time assign, assign and transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to any of its Subsidiaries or after prior consultation with the Borrower to another bank, financial institution or entity (such Affiliate or bank or financial institution (or entity being the "NEW BANK"). The prior consent of the Borrower is required for any such assignment, transfer or novation, unless: (i) the “New Bank is another Bank or an Affiliate of a Bank; or (ii) a Default has occurred, is continuing and has not been waived. However, the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refused” . (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 (Procedure for novations); (ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the BorrowerAgent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000. (e) An Existing Bank is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document this Agreement or any other document; (ii) the collectability of amounts payable under any Finance Documentthis Agreement; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Documentthis Agreement. (fd) Each New Bank confirms to the Existing Bank and the other Finance Parties Banks that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Documentthis Agreement; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise. (he) Any reference in this Agreement to a Bank includes a New Bank, Bank but excludes a Bank if no amount is or may be owed to or by that Bank it under this Agreement and its Commitment has been cancelled or reduced to nil. (f) Costs in connection with documenting (hereunder reasonable amendments and recordings) the transfer by the Banks hereunder shall be for the account of the Banks. (g) A Bank may disclose to a prospective New Bank, such information about the Borrower and/or the Transaction Documents as such Bank shall consider appropriate.

Transfers by Banks. (a) A Bank (the "EXISTING BANKExisting Bank") may, subject to paragraph (b) below below, at any time assign, transfer or novate any of its Commitment, in whole or in part, Commitments and/or any its rights and/or any obligations under this Agreement to another bank or financial institution (the "NEW BANKNew Bank"). The . (i) A transfer of part of a Commitment must be in a minimum amount of at least U.S.$10,000,000 or its remaining Commitment, if less; (ii) no transfer by a Bank of its Revolving Credit Commitment may result in its Swingline Commitment or that of its Affiliated Bank exceeding its Revolving Credit Commitment; (iii) a Bank may only transfer its Swingline Commitment to a New Bank if the New Bank is, or will be, a Revolving Credit Bank or an Affiliate of a Revolving Credit Bank; and (iv) the prior consent of the Borrower Parent is required for any such assignment, transfer or novation, unless: (i) unless the New Bank is another Bank or an Affiliate of a Bank; or (ii) a Default has occurred, is continuing and has not been waived. However, the prior consent of the Borrower Parent must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 five days of receipt by the Borrower Parent of an application for consent, it has not been expressly refused. (bc) A transfer of obligations will be effective only if either:either:- (i) the obligations are novated in accordance with Clause 27.3 28.3 (Procedure for novations);; or (ii) the New Bank confirms to the Facility Agent and the Borrower Obligors' Agent that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the BorrowerFacility Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (cd) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (de) On each occasion an Existing Bank assigns, transfers or novates any of its Commitments, or any of its rights and/or obligations under this Agreement, other than in relation to a transfer to an Affiliate, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of pound US$1,000. (ef) An Existing Bank is not responsible to a New Bank for:for:- (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (fg) Each New Bank confirms to the Existing Bank and the other Finance Parties that it:it:- (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower Obligors and its their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower Obligors and its their related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, but excludes a Bank if no amount is or may be owed to or by that Bank under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 35.3 (Assignments and Transfers by Banks), then such transfer may be effected by the delivery to and signature by the Facility Agent on behalf of the Obligors (and each of the Obligors hereby irrevocably appoints the Facility Agent as its agent for the purposes of such delivery and signature of any Transfer Certificate) of a duly completed and duly executed Transfer Certificate in which event it is hereby irrevocably agreed by each of the Obligors in advance that, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to and signature by the Facility Agent on behalf of the Obligors (which signature the Facility Agent agrees to complete promptly upon receipt of the relevant Transfer Certificate in accordance with this Clause 35): (a) A to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder each of the Obligors and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (the such rights, benefits and obligations being referred to in this Clause 35.5 as "EXISTING BANKdischarged rights and obligations") may, subject to paragraph ); (b) below at any time assign, transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to another bank or financial institution (the "NEW BANK"). The prior consent each of the Borrower is required for any Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such assignment, transfer or novation, unless:discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank; (ic) the New Agents, the Arrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank is another Bank with the rights, benefits and/or obligations acquired or an Affiliate assumed by it as a result of a Bank; orsuch transfer; (iid) such Transferee shall become a Default has occurred, is continuing and has not been waived. However, the prior consent of the Borrower must not be unreasonably withheld or delayed party hereto as a "Bank" and will also be deemed to have been given if, within 14 days of receipt by appointed the Borrower of an application for consent, it has not been expressly refused. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated Agents as its Agent in accordance with Clause 27.3 (Procedure for novations); (ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the Borrower. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement Agreement; and (e) to the extent that they are transferred in such Transfer Certificate the Bank party thereto seeks to transfer its Commitment, the Transferee shall replace such Bank in respect of any relevant Letter of Credit. Receipt of a Transfer Certificate by the Facility Agent shall also constitute notice to the New Bank; (iii) Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the New Bank accedes Facility Agent to receive each such notice on its behalf and irrevocably agrees that each such notice to be given to such party may be given to the Mortgage and the Pledge Facility Agent as representative of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respectssuch party. (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000. (e) An Existing Bank is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, but excludes a Bank if no amount is or may be owed to or by that Bank under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. (a) 26.2.1 A Bank (the "EXISTING BANK"“Existing Bank”) may, subject to paragraph (b) below 26.2.2 below, at any time assign, transfer or novate any part of its Commitment, in whole or in part, Commitment and/or any of its rights and/or any obligations under this Agreement to another bank or financial institution (the "NEW BANK"“New Bank”). The prior consent . 26.2.2 A transfer of the Borrower is required for any such assignment, transfer or novation, unless: (i) the New Bank is another Bank or an Affiliate part of a Bank; or (ii) Commitment must be in a Default has occurred, is continuing and has not been waived. However, the prior consent minimum amount of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refusedat least $5,000,000. (b) 26.2.3 A transfer of obligations will be effective only if either: (ia) the obligations are novated in accordance with Clause 27.3 26.3 (Procedure for novationsNovations);; or (iib) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the BorrowerAgent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) 26.2.4 Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) 26.2.5 On each occasion an Existing Bank assigns, transfers or novates any of its Commitment and/or any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound $1,000. (e) 26.2.6 An Existing Bank is not responsible to a New Bank for: (ia) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (iib) the collectability of amounts payable under any Finance Document; or (iiic) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (f) 26.2.7 Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (ia) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower each Group Company and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and (iib) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Group Company and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (g) 26.2.8 Nothing in any Finance Document obliges an Existing Bank to: (ia) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clauseClause; or (iib) support any losses incurred by the New Bank by reason of the non-non- performance by the Borrower any Group Company of its obligations under the Finance Documents or otherwise. (h) 26.2.9 Any reference in this Agreement to a Bank includes a New Bank, Bank but excludes a Bank if no amount is or may be owed to or by that Bank it under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. (a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below below, at any time assign, transfer or novate any of its Commitment, in whole or in part, Commitment and/or any rights and/or any obligations under this Agreement in a minimum amount of Euro 10,000,000 (or, if less, in an amount equal to the balance of the Commitment of the Existing Bank) to another bank or financial institution (the "NEW BANK"). The prior -------------------------------------------------------------------------------- 44 BK:796867.10 -------------------------------------------------------------------------------- (b) Unless: (i) an Event of Default is continuing; or (ii) the relevant assignment, transfer or novation is to another Bank or an Affiliate of any Bank, the consent of the Borrower is required for any such assignment, transfer or novation, unless: novation referred to in paragraph (ia) the New Bank is another Bank or an Affiliate of a Bank; or (ii) a Default has occurred, is continuing and has not been waivedabove. However, the prior Such consent of the Borrower must shall not be unreasonably withheld or delayed delayed, and will shall be deemed to have been given ifunless the Borrower notifies the Agent that it does not consent to the proposed assignment, transfer or novation within 14 days five Business Days of receipt by the Borrower of an application for consent, it has not been expressly refusednotice thereof. (bc) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 25.3 (Procedure for novations);; or (ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the BorrowerAgent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (cd) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligationobligation and the person to whom that Bank sub-contracts such obligation does not have the right to determine how that Bank may vote with respect to that obligation on any decision to be taken by the creditors of the Borrower. (de) On each occasion that an Existing Bank assigns, transfers or novates any of its Commitment and/or rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000Euro 1,500. (ef) An Existing Bank is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (fg) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; andand 45 BK:796867.10 -------------------------------------------------------------------------------- (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (gh) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the Commitment and/or rights and/or obligations assigned, transferred or novated under this clauseClause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise. (hi) Any reference in this Agreement to a Bank includes a New Bank, Bank but excludes a Bank if no amount is or may be owed to or by that Bank it under this Agreement and its Commitment has been cancelled or reduced to nil. (j) If, at the time of any transfer, novation or assignment by a Bank or of any change of Facility Office, circumstances exist which would or might reasonably be expected to oblige the Borrower to pay to the New Bank or assignee (or in the case of a change of Facility Office, the relevant Bank) under Clause 11 (Taxes) or 13 (Increased Costs) any sum in excess of the sum (if any) which it would have been obliged to pay to that Bank in the absence of that transfer, novation, assignment or change, the Borrower shall not be obliged to pay that excess.

Transfers by Banks. (a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below may at any time with the prior consent of the Parent (not to be unreasonably withheld and such consent to be deemed given within 5 Business Days of an Existing Bank's request) assign, transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to another bank bank, trust, fund or financial institution (the "NEW BANK"). The prior ) which is a Recognised Bank provided always that no consent of from the Borrower is required for any such assignment, transfer or novation, unless: (i) the New Bank is another Bank or an Affiliate of a Bank; or (ii) a Default has occurred, is continuing and has not been waived. However, the prior consent of the Borrower must not be unreasonably withheld or delayed and Parent will be deemed to have been given if, within 14 days of receipt by required during the Borrower of an application for consent, it has not been expressly refusedPrimary Syndication Period. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 28.3 (Procedure for novationsnovation);; or (ii) the New Bank confirms to the Facility Agent and the Borrower Parent that it undertakes to be bound by the terms of this Agreement the Finance Documents as a Bank in form and substance satisfactory to the Agent and the BorrowerFacility Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement the Finance Documents to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) Nothing in this Agreement restricts the ability of a Bank to sub-participate or sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a an administration fee of pound 1,000(pound)1,000. (e) An Neither an Existing Bank nor any other Finance Party is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance DocumentDocument or the financial condition of or the performance of its obligations under the Finance Documents by any Obligor; or (iii) the accuracy of any statements or information (whether written or oral) made in or in connection with or supplied in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank or any other Finance Party in connection with any Finance Document; and; (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force; (iii) is a bank, trust, fund or financial institution whose ordinary business includes participation in syndicated facilities of this type; and (iv) is a Recognised Bank with respect to each Borrower. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clauseClause 28.2 or Clause 28.3 (Procedure for novation); or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents this Agreement or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, but excludes a Bank if no amount is or may be owed to or by that Bank under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. (a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below may at any time assign, transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to another bank or financial institution which is a Qualifying Lender (the "NEW BANK"). The prior consent of the Borrower EG is required for any such assignment, transfer or novation, unless: (i) the New Bank is another Bank or an Affiliate of a Bank; or (ii) a Default has occurred, is continuing and has not been waivedoutstanding. However, the prior consent of the Borrower EG must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Borrower EG of an application for consent, it has not been expressly refused. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 (Procedure for novations);; or (ii) the New Bank confirms to the Agent and the Borrower EG that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the BorrowerAgent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of ------------------------------------------------------------------------------- 66 ------------------------------------------------------------------------------- its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000(pound)500. (e) An Existing Bank is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Documentdocument; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clauseClause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents this Agreement or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, Bank but excludes a Bank if no amount is or may be owed to or by that Bank it under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. (a) A Bank (the "EXISTING BANKExisting Bank") may, subject to paragraph (b) below may at any time assign, transfer or ------------- novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to another bank or financial institution (the "NEW BANKNew Bank"). The prior -------- written consent (such consent not to be unreasonably withheld or delayed) of the Borrower Parent is required for any such assignment, transfer or novation, unless: (i) novation unless the New Bank is another Bank or an Affiliate of a Bank; or (ii) a Default has occurred, is continuing and has not been waived. However, the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refused. (b) A transfer of obligations will be effective only if either:either:- (i) the obligations are novated in accordance with Clause 27.3 29.3 (Procedure for novations);; or (ii) the New Bank confirms to the Agent and the Borrower Obligors that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the BorrowerAgent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000$500. (e) An Existing Bank is not responsible to a New Bank for:for:- (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it:it:- (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to:to:- (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clauseClause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Finance Documents this Agreement or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, Bank but excludes a Bank if no amount is or may be owed to or by that Bank it under this Agreement and its Commitment has been cancelled or reduced to nil.

Transfers by Banks. (a) A Bank (the "EXISTING BANK"“Existing Bank”) may, subject to paragraph (b) below below, at any time assign, transfer or novate any of its Commitment, in whole or in part, Commitments and/or any of its rights and/or any obligations under this Agreement to another Bank or to an Affiliate of the Existing Bank which is a bank or financial institution and which is a Qualifying Bank (the "NEW BANK"“New Bank”). The prior consent of the Borrower Company is required for any such other assignment, transfer or novation, unless: (i) the New Bank novation unless an Event of Default is another Bank or an Affiliate of a Bank; or (ii) a Default has occurred, is continuing and has not been waivedoutstanding. However, the prior this consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, if it is not refused by the Company within 14 days 10 Business Days of receipt by the Borrower of an application a request for consent, it has not been expressly refusedit. (bi) A transfer of part of a Commitment must be in a minimum amount of at least £2,000,000 (or its equivalent in any other currency). (ii) The prior consent of the Company is required if the New Bank is a U.K. Treaty Bank. (iii) A Bank will still be treated as a Qualifying Bank if it takes advantage of Clause 2.4 (Affiliates of Banks) to satisfy the requirements of this Clause so long as the branch or Affiliate under Clause 2.4 (Affiliates of Banks) is a Qualifying Bank. (c) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 28.3 (Procedure for novations);; or (ii) the New Bank confirms to the Agent and the Borrower Company that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the BorrowerAgent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (cd) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation to a person if that Bank remains liable under this Agreement for that obligation. (de) On each occasion an Existing Bank assigns, transfers or novates any of its Commitments and/or any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000£1,250. (ef) An Existing Bank is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (fg) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force. (gh) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clauseClause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the any Borrower of its obligations under the Finance Documents this Agreement or otherwise. (hi) Any reference in this Agreement to a Bank includes a New Bank, Bank but excludes a Bank if no amount is or may be owed to or by that Bank it under this Agreement and its Commitment has Commitments have been cancelled or reduced to nil.

Transfers by Banks. (a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below may at any time with the prior consent of the Parent (not to be unreasonably withheld) assign, transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to another bank bank, trust, fund or financial institution (the "NEW BANK"). The prior consent of the Borrower ) which is required for any such assignment, transfer or novation, unless: (i) the New Bank is another Bank or an Affiliate of a Recognised Bank; or (ii) a Default has occurred, is continuing and has not been waived. However, the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refused. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 27.3 30.3 (Procedure for novationssubstitution);; or (ii) the New Bank confirms to the Facility Agent and the Borrower Parent that it undertakes to be bound by the terms of this Agreement the Finance Documents as a Bank in form and substance satisfactory to the Agent and the BorrowerFacility Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement the Finance Documents to the extent that they are transferred to the New Bank; (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest); (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects. (c) Nothing in this Agreement restricts the ability of a Bank to sub-participate or sub-contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) On Save where the Existing Bank is an Original Bank, on each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a an administration fee of pound 1,000L1,000. (e) An Neither an Existing Bank nor any other Finance Party is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance DocumentDocument or the financial condition of or the performance of its obligations under the Finance Documents by any Obligor; or (iii) the accuracy of any statements or information (whether written or oral) made in or in connection with or supplied in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank or any other Finance Party in connection with any Finance Document; and; (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities while any amount is or may be outstanding under the Finance Documents this Agreement or any Commitment is in force; and (iii) is a bank, trust, fund or financial institution whose ordinary business includes participation in syndicated facilities of this type; and (iv) is a Recognised Bank with respect to each Borrower. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clauseClause 30.2 or Clause 30.3; or (ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents this Agreement or otherwise. (h) Any reference in this Agreement to a Bank includes a New Bank, but excludes a Bank if no amount is or may be owed to or by that Bank under this Agreement and its Commitment has been cancelled or reduced to nil. (i) If any Bank assigns its rights under this Agreement a written instrument by which such rights are assigned must be notified to Fotogram-Stone Sarl by an HUISSIER (bailiff) in accordance with the provisions of Article 1690 of the French Civil Code.