Common use of Changes to Parties Clause in Contracts

Changes to Parties. 22 CHANGES TO THE LENDERS 22.1 Assignments and transfers by the Lenders (a) Subject to this Clause 22, a Lender (the “Existing Lender”) may: (i) assign any of its rights; or (ii) transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”). (b) Unless (i) the assignment or transfer is to an Affiliate of the Existing Lender or to another Lender or (ii) an Event of Default has occurred and is continuing, any assignment or transfer occurring after the Syndication Date shall require the consent of the Borrower, provided that (1) such consent shall not be unreasonably withheld or delayed; and (2) unless the Borrower or the Parent has notified the Agent to the contrary within 5 Business Days of receiving notice of the intended assignment or transfer the Borrower and the Parent will be deemed to have given its consent to that assignment or transfer. 22.2 Conditions of assignment or transfer (a) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (b) A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with. 22.3 Assignment or transfer fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of $1,000.

Changes to Parties. 22 CHANGES TO THE LENDERS 22.1 Assignments and transfers by the Lenders (a) Lenders Subject to this Clause 22, a Lender (the “Existing Lender”) may: (i) assign any of its rights; or (ii) transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”). (b) Unless (i) the assignment or transfer is to an Affiliate of the Existing Lender or to another Lender or (ii) an Event of Default has occurred and is continuing, any assignment or transfer occurring after the Syndication Date shall require the consent of the Borrower, provided that (1) such consent shall not be unreasonably withheld or delayed; and (2) unless the Borrower or the Parent has notified the Agent to the contrary within 5 Business Days of receiving notice of the intended assignment or transfer the Borrower and the Parent will be deemed to have given its consent to that assignment or transfer. 22.2 Conditions of assignment or transfer (a) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (b) A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with. 22.3 Assignment (c) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer fee The or change occurs, the Borrower would be obliged to make a payment to the New Lender shallor Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13.1 (Increased Costs), on then the date upon which an assignment New Lender or transfer takes effect, pay Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the Agent (for same extent as the Existing Lender or Lender acting through its own account) a fee of $1,000previous Facility Office would have been if the assignment, transfer or change had not occurred.

Changes to Parties. 22 CHANGES TO THE LENDERS 22.1 Assignments and transfers by the Lenders (a) Subject to this Clause 22, a Lender (the “Existing Lender”) may: (i) assign any of its rights; or (ii) transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”). (b) Unless (i) the assignment or transfer is to an Affiliate of the Existing Lender or to another Lender or (ii) an Event of Default has occurred and is continuingoccurred, any assignment or transfer occurring after the Syndication Date shall require the consent of the Borrower, provided that (1) such consent shall not be unreasonably withheld or delayed; and (2) unless the Borrower or the Parent has notified the Agent to the contrary within 5 Business Days of receiving notice of the intended assignment or transfer transfer, the Borrower and the Parent will be deemed to have given its consent to that assignment or transfer. 22.2 Conditions of assignment or transfer (a) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (b) A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with. 22.3 Assignment or transfer fee The New Lender shall, on the date upon which an (c) Any assignment or transfer takes effectby an Existing Lender to a New Lender shall only be effective if it transfers or assigns the Existing Lender’s share of each Facility pro rata. (d) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, pay transfer or change occurs, the Borrower would be obliged to make a payment to the Agent New Lender or Lender acting through its new Facility Office under Clause 12 (for Tax gross-up and indemnities) or Clause 13.1 (Increased Costs), then the New Lender or Lender acting through its own account) a fee of $1,000new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Changes to Parties. 22 25. CHANGES TO THE LENDERS 22.1 25.1 Assignments and transfers by the Lenders (a) Subject to this Clause 2225, a Lender (the “Existing Lender”) may: (i) assign any of its rights; or (ii) transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”) provided that the New Lender is a Qualifying Lender, as defined in paragraph (a) Clause 15.1 (Definitions). (b) Unless (i) the Any assignment or transfer is to an Affiliate by a Lender of the Existing Lender or to another Lender or (ii) an Event its Commitment under this Clause 25 must be in a minimum amount of Default has occurred and is continuing, any assignment or transfer occurring after the Syndication Date shall require the consent of the Borrower, provided that (1) such consent shall not be unreasonably withheld or delayed; and (2) unless the Borrower or the Parent has notified the Agent to the contrary within 5 Business Days of receiving notice of the intended assignment or transfer the Borrower and the Parent will be deemed to have given its consent to that assignment or transfer€5,000,000. 22.2 25.2 Conditions of assignment or transfer (a) The consent of the Company (acting reasonably) is required for an assignment or transfer by a Lender, unless the assignment or transfer is (a) to another Lender or an Affiliate of a Lender; or (b) made at a time when an Event of Default is continuing. (b) The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent fifteen Business Days after the Lender has requested it unless consent is expressly refused by the Company (acting reasonably) within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and. (iie) A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with. If the Existing Lender’s Facility Commitment exceeds its Swingline Commitment the Existing Lender may transfer or assign its Facility Commitment without transferring or assigning its Swingline Commitment until its Facility Commitment is equal to its Swingline Commitment. Thereafter a transfer or assignment by that Existing Lender to a New Lender of its Commitment shall only be effective if it transfers or assigns its share of each Facility pro rata. (f) The performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (bg) A If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer will or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 15 (Tax gross-up and indemnities) or Clause 16 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only be effective entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the procedure set out in Clause 22.5 (Procedure for transfer) is complied withassignment, transfer or change had not occurred. 22.3 25.3 Assignment or transfer fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $1,000€1,500 unless such assignment or transfer is to an Existing Lender or an Affiliate of the Existing Lender whereby no fee will be payable.

Changes to Parties. 22 CHANGES TO THE LENDERS 22.1 Assignments and transfers by the Lenders (a) Subject to this Clause 22, a Lender (the “Existing Lender”) may: (i) assign any of its rights; or (ii) transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”). (b) Unless (i) the assignment or transfer is to an Affiliate of the Existing Lender or to another Lender or (ii) an Event of Default has occurred and is continuingoccurred, any assignment or transfer occurring after the Syndication Additional Commitments Establishment Date shall require the consent of the Borrower, provided that (1) such consent shall not may be unreasonably withheld or delayed; and (2) unless the Borrower or the Parent has notified the Agent to the contrary within 5 Business Days of receiving made only after notice of the intended proposed assignment or transfer has been given to the Borrower and the Parent will be deemed to have given its consent to that assignment or transferBorrower. 22.2 Conditions of assignment or transfer (a) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (b) A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with. 22.3 Assignment (c) For the avoidance of doubt, a Lender may assign any of its rights, or transfer fee The by novation any of its rights and obligations, under either Facility or both Facilities. (d) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender shallor Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13.1 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (e) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date upon on which an the transfer or assignment or transfer takes effect, pay becomes effective in accordance with this Agreement and that it is bound by that decision to the Agent (for its own account) same extent as the Existing Lender would have been had it remained a fee of $1,000Lender.