Common use of Transfers by Banks Clause in Contracts

Transfers by Banks. (a) A Bank (the Existing Bank) may at any time assign, transfer or novate any of its Commitment and/or rights and/or obligations under this Agreement to another bank or financial institution (the New Bank). The prior consent of the Company is required for any such assignment, transfer or novation, unless the New Bank is another Bank or an Affiliate of a Bank. However, the prior consent of the Company must not be unreasonably withheld or delayed. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 28.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the 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. (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 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 £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 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 each Obligor and its related entities while any amount is or may be outstanding under 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 any Obligor of its obligations under 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 may, subject to paragraph (b) below, at any time assign, transfer or novate any of its Commitment Commitments and/or any of its rights and/or obligations under this Agreement to another bank or financial institution which is a Qualifying Bank (the New Bank). . (i) A transfer of part of a Commitment must be in a minimum amount of at least £5,000,000 (or its equivalent in any other currency). (ii) The prior consent of the Company is required for any such assignment, transfer or novation, novation under paragraph (a) above unless the New Bank is another Bank or an Affiliate of a BankBank or an Event of Default is outstanding. However, the prior this consent of the Company must not be unreasonably withheld or delayeddelayed and will be deemed to have been given if it is not refused by the Company within 10 Business Days of receipt of a request for it. (biii) A Bank may only assign, transfer or novate part of one of its Commitments if it assigns, transfers or novates at the same time a pro rata proportion of its other Commitments. (iv) The prior consent of the Company is required if the New Bank is a U.K. Treaty Bank. (v) 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 28.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the 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. (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 Commitment 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 £1,000. (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 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 each Obligor and its related entities while any amount is or may be outstanding under 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 Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor Borrower of its obligations under 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"EXISTING BANK") may may, subject to paragraph (b) below at any time assign, transfer or novate any of its Commitment 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"NEW BANK"). The prior consent of the Company Borrower is required for any such assignment, transfer or novation, unless 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 Company Borrower must not be unreasonably withheld or delayeddelayed 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 eitherif: (i) the obligations are novated in accordance with Clause 28.3 27.3 (Procedure for novations); or; (ii) the New Bank confirms to the Agent and the Company Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the AgentAgent 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, the Swap Bank Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 10 (Form of Deed of Assignment of Interest); and (iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 9 (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 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 £1,000L1,000. (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 each Obligor 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 each Obligor the Borrower and its related entities while any amount is or may be outstanding under this Agreement 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 Clauseclause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor the Borrower of its obligations under this Agreement 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"EXISTING BANK") may 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 of its rights and/or obligations under this Agreement the Finance Documents to another bank or financial institution (the "NEW BANK") provided that (unless the Borrower agrees otherwise) the New Bank). 's long-term debt is rated at least A by Standard & Poor's Corporation at the time the assignment, transfer or novation takes effect. (b) The prior consent of the Company Borrower is required for any such assignment, transfer or novation, novation unless the New Bank is another Bank or an Affiliate of a Bank. However, the prior consent of the Company must Borrower may not be unreasonably withheld or delayeddelayed and will be deemed to have been given if, within five days of receipt by the Borrower of an application for consent, it has not been expressly refused. (bc) A An assignment, transfer or novation of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 28.3 29.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner as contemplated by paragraph (ii) above, the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank. (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 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 £1,000(Pounds)750. (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 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 each Obligor and its related entities while any amount is or may be outstanding under this Agreement the Finance Documents 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 29 (Changes to the Parties); or (ii) support any losses incurred by the New Bank by reason of the non-non- performance by any either Obligor of its obligations under this Agreement the Finance Documents or otherwise. (hi) 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 in full or otherwise reduced to nil.

Transfers by Banks. (a) A Bank (the Existing Bank"EXISTING BANK") may may, subject to paragraph (b) below, at any time assign, transfer or novate any of its Commitment and/or rights and/or obligations under this Agreement to another bank or financial institution (the New Bank"NEW BANK"). The . (i) A transfer of part of a Commitment must be in a minimum amount of at least CHF10,000,000; (ii) except where an Event of Default has occurred which is continuing and which has been notified as a default to the Borrower's Agent, the prior consent of the Company Borrowers' Agent is required for any such assignment, transfer or novation, unless the New Bank is another Bank or an Affiliate of a Bank. However, the prior consent of the Company Borrowers' Agent must not be unreasonably withheld or delayeddelayed and will be deemed to have been given if, within five days of receipt by the Borrowers' Agent of an application for consent, it has not been expressly refused; and (iii) the assignment, transfer or novation is to an Approved Bank. (bc) A transfer of obligations will be effective only if either:either:- (i) the obligations are novated in accordance with Clause 28.3 27.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company Obligor that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the 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. (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 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 £1,000CHF1500. (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 each Obligor 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 each Obligor Borrower and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force. (gh) Nothing in any Finance Document obliges an Existing Bank to: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 Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor Borrower of its obligations under this Agreement 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: (i) a Bank assigns or transfer or novates any of its rights or obligations under the Finance Documents; and (ii) as a result of circumstances existing at the date of the assignment, transfer, novation or change, an Obligor would be obliged to make a payment to the New Bank or Bank acting through its new Facility Office under Clause 11 (Taxes) or Clause 13 (Increased Costs), then the New Bank is only entitled to receive payment under those clauses to the same extent as the Existing Bank at the date of such assignment or transfer would have been if the assignment, transfer, novation or change had not occurred.

Transfers by Banks. (aA) A Bank (the “Existing Bank”) may may, subject to paragraph (B) below, at any time assign, transfer or novate any of its Commitment and/or any of its rights and/or obligations under this Agreement to another bank or financial institution of Investment Grade (the “New Bank”). . (B) The prior consent of the Company is required for any such assignment, transfer or novation, unless the New Bank is another Bank or an Affiliate of a Bank. However, the prior consent of the Company must not be unreasonably withheld or delayeddelayed and will be deemed to have been given if, within five Business Days of receipt by the Company of an application for consent, it has not been expressly refused. (bC) A transfer of obligations will be effective only if either:effective:- (i) only if either:- (a) the obligations are novated in accordance with Clause 28.3 26.3 (Procedure for novations); or (iib) the New Bank confirms to the Agent and the Company that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the 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; and (ii) on performance by the Agent of all know your customer or other checks that it is required to carry out in relation to such assignment or transfer. The Agent is not obliged to execute a Novation Certificate until it has completed all know your customer requirements to its satisfaction. (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 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 £1,0001,500. (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 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 each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force. (gH) 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 Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise. (hI) 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. (J) If any assignment, transfer or novation under this Clause will result at the time thereof in any Obligor becoming liable to pay any additional amount under Clause 11.1 (Gross-up) or Clause 13.1 (Increased Costs) in excess of that which would have been payable to the Existing Bank, then that Obligor shall not be obliged to pay to the New Bank such excess amount.

Transfers by Banks. (a) A Bank (the Existing Bank"EXISTING BANK") may at any time assign, transfer or novate any of its Commitment and/or rights and/or obligations in whole or in part under this Agreement to another bank or financial institution a Qualifying Bank (the New Bank"NEW BANK"). The prior consent of the Company is required for any such assignment, transfer or novation, unless an Event of Default is outstanding or the New Bank is another Bank or an Affiliate of a Bank. However, the prior consent of the Company must not be unreasonably withheld or delayeddelayed and will be deemed to have been given if, within 10 Business Days of receipt by the Company 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 28.3 27.3 (Procedure for novations); or (ii) the New Bank confirms to the Facility Agent and the Company 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. 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. (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 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 Facility Agent for its own account a fee of £1,000L.1,000. (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 each Obligor the 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 each Obligor the Company and its related entities while any amount is or may be outstanding under 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 27; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor the Company of its obligations under this Agreement 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"EXISTING BANK") may may, subject to paragraph (b) below, at any time assign, transfer or novate any of its Commitment Commitments and/or any of its rights and/or obligations under this Agreement to another bank or financial institution which is a Qualifying Bank (the New Bank"NEW BANK"). . (i) A transfer of part of a Commitment must be in a minimum amount of at least L10,000,000 (or its equivalent in any other currency). (ii) The prior consent of the Company is required for any such assignment, transfer or novation, novation under paragraph (a) above unless the New Bank is another Bank or an Affiliate of a BankBank or an Event of Default is outstanding. However, this consent must 77 not be unreasonably withheld or delayed and will be deemed to have been given if it is not refused by the Company within 10 Business Days of receipt of a request for it. (iii) A Bank may only assign, transfer or novate part of one of its Commitments if it assigns, transfers or novates at the same time a pro rata proportion of its other Commitments. (iv) The prior consent of the Company must not be unreasonably withheld or delayedis required if the New Bank is a U.K. Treaty Bank. (bv) A Bank will still be treated as a Qualifying Bank if it takes advantage of Clause 2.5 (Affiliates of Banks) to satisfy the requirements of this Clause so long as the branch or Affiliate under Clause 2.5 (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 28.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the 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. (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 Commitment Commitments and/or any of its rights and/or obligations under this Agreement (otherwise than pursuant to a Syndication 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 £1,000L750. (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 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 each Obligor and its related entities while any amount is or may be outstanding under 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 Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor Borrower of its obligations under 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 may, subject to paragraphs (b), (c) and (d) below, at any time assign, transfer or novate any of its Commitment and/or rights and/or obligations under this Agreement to another bank or financial institution (the New Bank). . (b) A transfer of part of a Commitment and/or participation in the Loan must be in a minimum amount of at least U.S.$5,000,000. (c) The prior consent of the Company Parent is required for any such assignment, transfer or novation which takes place prior to the Syndication Commencement Date (as defined in the Syndication Letter), unless the New Bank is a Bank or an Affiliate of a Bank or while an Event of Default is continuing. However, the prior consent of the Parent must not be unreasonably withheld or delayed and will be deemed to have been given if, within five Business Days of receipt by the Parent of an application for consent, it has not been expressly refused. (d) On or after the Syndication Commencement Date, an Existing Bank must consult with the Parent for no more than five Business Days before it may make an assignment, transfer or novation, unless the New Bank is another a Bank or an Affiliate of a Bank. However, the prior consent Bank or while an Event of the Company must not be unreasonably withheld or delayedDefault is continuing. (be) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 28.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company 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. 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. (cf) Nothing in this Agreement restricts the ability of a Bank to sub-contract subcontract an obligation if that Bank remains liable under this Agreement for that obligation. (dg) On each occasion 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 £1,000U.S.$3,000. (eh) 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. (fi) 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 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 each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force. (gj) 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 Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor of its obligations under this Agreement the Finance Documents or otherwise. (hk) 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 may, subject to paragraph (b) below, at any time assign, transfer or novate any of its Commitment Commitments and/or any of its rights and/or obligations under this Agreement to another bank or financial institution which is a Qualifying Bank (the New Bank). . (i) 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 for any such assignment, transfer or novation, novation under paragraph (a) above unless the New Bank is another Bank or an Affiliate of a BankBank or an Event of Default is outstanding. However, the prior this consent of the Company must not be unreasonably withheld or delayeddelayed and will be deemed to have been given if it is not refused by the Company within 10 Business Days of receipt of a request for it. (biii) A Bank may only assign, transfer or novate part of one of its Commitments if it assigns, transfers or novates at the same time a pro rata proportion of its other Commitments. (iv) The prior consent of the Company is required if the New Bank is a U.K. Treaty Bank. (v) 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 28.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the 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. (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 Commitment 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 £1,0001,250. (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 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 each Obligor and its related entities while any amount is or may be outstanding under 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 Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor Borrower of its obligations under 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 may, with the prior written consent of the Borrowers' Agent (such consent not to be unreasonably withheld), at any time assign, transfer or novate any of its Commitment and/or rights and/or obligations under this Agreement to another bank or financial institution (the "New Bank"). The prior consent Provided that each Bank (so long as it remains a Bank hereunder) shall, subject to the other terms of this Agreement, continue to maintain a Commitment and/or participation in the Company is required for any such assignment, transfer Facility in an aggregate amount at least equal to US$10,000,000 (or novation, unless the New Bank is another Bank or an Affiliate of a Bank. However, the prior consent of the Company must not be unreasonably withheld or delayedits equivalent) hereunder. (b) A transfer of obligations will be effective only if either:either:- (i) the obligations are novated in accordance with Clause 28.3 29.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company Obligors that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the 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. (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 transfer 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 £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 parties that it:it:- (i) has made its own independent investigation and assessment of the financial condition and affairs of 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 each Obligor and its related entities while any amount is or may be outstanding under 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 Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor the Borrower of its obligations under 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 Subject to Clause 30.9, a Bank (the Existing Bank"EXISTING BANK") may at any time assign, transfer or novate any of its Commitment and/or rights and/or obligations under this Agreement to another bank or financial institution (the New Bank). The prior consent of the Company is required for any such assignment, transfer or novation, unless "NEW BANK") provided that (i) save where the New Bank is another a Bank or an Affiliate of a the Existing Bank. However, the prior consent of the Company must has been obtained (such consent not to be unreasonably withheld or delayed.), and (ii) save where the New Bank is a Bank or Affiliate of the Existing Bank the New Bank takes an assignment, transfer or novation of a minimum amount of (Pounds)10,000,000. 111 An Existing Bank shall not assign, transfer or novate in part (but shall not be prohibited from so doing in whole) any of its rights and/or obligations under this Agreement unless it will maintain a Commitment or Commitments aggregating a minimum amount of at least (Pounds)10,000,000 as of the date immediately following the date of such transfer, provided that this sub-paragraph shall not apply to any such transfers made between Xxxxxxx Xxxxx International Bank and Xxxxxxx Sachs Credit Partners L.P. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 28.3 30.4 (Procedure for novationssubstitution); or (ii) the New Bank confirms in writing to the Facility Agent and the Company 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 AgentFacility Agent and the Company (acting reasonably). 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. (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 Commitment and/or rights and/or obligations under this AgreementAgreement (other than where such assignment, transfer or novation is made on general syndication or to an Existing Bank or 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 £1,000(Pounds)750. (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 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 each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force; and (iii) is a bank or financial institution whose ordinary business includes participation in syndicated facilities of this type. (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 30.3 or Clause 30.4; or (ii) support any losses incurred by the New Bank by reason of the non-non- performance by any Obligor of its obligations under 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"EXISTING BANK") may may, subject to paragraph (b) below, at any time assign, transfer or novate any of its Commitment and/or rights and/or obligations under this Agreement to another bank or financial institution any third party (the New Bank"NEW BANK") in accordance with Clause 29.3 (Procedure for novations). The prior consent A transfer of the Company is required for any such assignment, transfer or novation, unless the New Bank is another Bank or an Affiliate part of a Bank. However, the prior consent Commitment must be in a minimum amount of the Company must not be unreasonably withheld or delayedat least E5,000,000. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 28.3 (Procedure for novations)29.3; or (ii) the New Bank confirms to the Facility Agent and the Company Obligors' Agent that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Facility 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. (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 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 Facility Agent for its own account a fee of £1,000E1,500 (without, for the avoidance of doubt, any right to reimbursement by any Obligor). (ed) 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. (fe) 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 each Obligor the Obligors and its their respective 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 each Obligor the Obligors and its their respective related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force. (gf) 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 Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor of its obligations under this Agreement the Finance Documents or otherwise. (hg) 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. (h) In the case of an assignment, the Existing Bank and the New Bank shall ensure that the relevant transfer agreement is notified by bailiff ("huissier") to any Obligor incorporated in France in accordance with Article 1690 of the French Civil Code.

Transfers by Banks. (a) A Bank (the "Existing Bank") may may, subject to Clause 28.4 (Reference Banks), at any time without the consent of the Company, assign, transfer or novate all or any part of its Commitment and/or any of its rights and/or obligations under this Agreement to another bank or financial institution person (the "New Bank"). The prior consent of the Company is required for any such Any partial assignment, transfer or novation, unless novation must be in a minimum amount of US$10,000,000 or the New Bank is another Bank or an Affiliate whole of a that Bank. However, the prior consent of the Company must not be unreasonably withheld or delayed's Commitment if less. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 28.3 (Procedure for novations); or (ii) the New Bank confirms to the Facility Agent and the Company that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Facility Agent. On the transfer becoming effective in this manner manner, the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank. (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 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 Facility Agent (unless waived by the Facility Agent) for its own account a fee of £$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 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 each Obligor the 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 each Obligor the Company and its related entities while any amount is or may be outstanding under 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-non- performance by any Obligor the Company of its obligations under 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) may at any time assign, transfer or novate any of its Commitment and/or rights and/or obligations under this Agreement to another bank or financial institution person (the New Bank). The prior consent ) provided that: (i) the New Bank is a Qualifying Switzerland Lender; (ii) in the case of a partial assignment, transfer or novation of rights and/or obligations, a minimum amount of U.S.$25,000,000 in aggregate (unless to an Affiliate or to a Bank) must be assigned, transferred or novated; (iii) the Company is required for any such Parent consents to the assignment, transfer or novation, unless (other than where the New Bank is another Bank or an Affiliate of a Bank. HoweverAffiliate), the prior such consent of the Company must not to be unreasonably withheld or delayeddelayed where there is an Event of Default outstanding. The Parent will be deemed to have given its consent 14 days after the Parent is given notice of the request unless it is expressly refused by the Parent within that time; (iv) in the case of an assignment, transfer or novation by a Swingline Bank, a portion of each Swingline Commitment of that Swingline Bank must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that each Swingline Commitment of that Swingline Bank does not exceed its Commitment after the assignment, transfer or novation; and (v) the Agent has completed all know your customer requirements relating to any person that it is required to carry out in relation to such assignment or transfer. (b) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 28.3 25.3 (Procedure for novations); or (ii) the New Bank gives notice to the Borrowers' Agent and confirms to the Agent and the Company Borrowers' Agent that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the 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, and, in each case, provided that the requirements of paragraph (a) have been satisfied. (c) Nothing in this Agreement restricts the ability of a Bank to subcontract an obligation to another person (a sub-contract an obligation participant) if that Bank remains liable under this Agreement for that obligation, provided that: (i) the sub-participant is, at the time of such a sub-participation, a Qualifying Switzerland Lender; and (ii) any Bank who enters into such a sub-participation agreement in relation to this Agreement shall ensure that the sub-participant agrees (for the benefit of each Swiss Borrower): (A) that it shall not further transfer or sub-contract its rights and interests under that sub-participation agreement, except to a person who is a Qualifying Switzerland Lender; (B) to include a term identical to the provisions of this paragraph (c), mutatis mutandis, to bind any such further sub-participant and/or transferee. (d) On each occasion an Existing Bank assigns, transfers or novates any of its Commitment and/or rights and/or obligations under this AgreementAgreement (other than to an Affiliate), 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 £1,0001,250. (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 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 each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force. (g) Nothing in any Finance Document obliges an Existing Bank to: (i) accept a re-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 any Obligor of its obligations under 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") may at any time assign, transfer or novate any of its Commitment and/or rights and/or obligations under this Agreement (in a minimum amount equal to (Pounds)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"). The prior consent of the Company is required for any such assignment, transfer or novation, unless unless: (i) the New Bank is another Bank or an Affiliate of a Bank; or (ii) a Default is outstanding. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- However, the prior consent of the Company must not be unreasonably withheld or delayeddelayed and will be deemed to have been given if, within 10 days of receipt by the 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 28.3 27.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the 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. 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. (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 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 £1,000(Pounds)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 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 each Obligor and its related entities while any amount is or may be outstanding under 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 or -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (ii) support any losses incurred by the New Bank by reason of the non-non- performance by any Obligor the Company of its obligations under 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) 26.2.1 A Bank (the "Existing Bank") may at any time assign, transfer transfer, novate or novate sub-participate any of its Commitment and/or rights and/or obligations under this Agreement to another bank or financial institution person (the "New Bank). The ") provided that: (A) the Parent shall have given its prior written consent of the Company is required for any to such assignment, transfer transfer, novation or novation, unless the New Bank is another Bank or an Affiliate of a Bank. However, the prior sub-participation (such consent of the Company must not to be unreasonably withheld or delayed, having regard (without limitation) to the relative credit rating of the New Bank and the other Banks), except that such consent shall not be required if an Event of Default is outstanding or where the New Bank is an Existing Bank or is an Affiliate of the Existing Bank or any other Bank; and (B) in the case of a partial assignment, transfer or novation of rights and/or obligations, a minimum amount of US$5,000,000 (unless to an Affiliate of the Existing Bank or the Agent agrees otherwise) must be assigned, transferred or novated. (b) 26.2.2 A transfer of obligations will be effective only if either: (iA) the obligations are novated in accordance with Clause 28.3 26.3 (Procedure for novations); or (iiB) the New Bank confirms to the Agent and the Company Parent that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the AgentAgent and the Parent. 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. (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) 26.2.3 On each occasion an Existing Bank assigns, transfers or novates any of its Commitment and/or rights and/or obligations under this AgreementAgreement (other than to an Affiliate), 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 £1,0002,500. (e) 26.2.4 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) 26.2.5 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 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 (iiB) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force. (g) 26.2.6 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 26.2; or (iiB) support any losses incurred by the New Bank by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise. (h) 26.2.7 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 may, subject to paragraph (b) below, at any time assign, transfer or novate in whole or in part any of its Commitment and/or any of its rights and/or obligations under this Agreement to another bank or financial institution (the New Bank"NEW BANK"). The . (i) A transfer of part of a Commitment must be in a minimum amount of at least (pound)5,000,000 and must not result in the transferring Bank having a commitment after the transfer of less than (pound)5,000,000; and (ii) the prior consent of the Company is required for any such assignment, transfer or novation, unless unless, the New Bank is another Bank or an Affiliate of a Bank. However, the prior consent of the Company must not be unreasonably withheld or delayeddelayed and will be deemed to have been given if, within five Business Days of receipt by the Company of an application for consent, it has not been expressly refused. (bc) A transfer of obligations will be effective only if either: (i) the obligations are novated in accordance with Clause 28.3 27.3 (Procedure for novations); or (ii) the New Bank confirms to the Agent and the Company that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the 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. (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 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 £1,000(pound)750. (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 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 each Obligor and its related entities while any amount is or may be outstanding under 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 Clause; or (ii) support any losses incurred by the New Bank by reason of the non-performance by any Obligor of its obligations under 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.