Lehman Brothers Financial SA (LEHNQ)

[cottonisking]

EXECUTION VERSION
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7.2 Each of the Parties shall bear their own legal and other costs and expenses incurred in
connection with the negotiation, preparation and execution of the Original Framework
Agreement, this Amended Framework Agreement and the Amendment and Restatement
Agreement (and for the avoidance of doubt without prejudice to any and all rights that the
PLC Administrators may have to discharge such costs and expenses from the PLC Estate
and the JLs have to discharge such costs and expenses from GP1 and/or the ECAPS
Issuers and as between GP1 and DB all agreements as to costs under or pursuant to the
Reserve and Reimbursement Agreement).
8. THE EFFECTIVE DATE
The Original Framework Agreement became effective and legally binding among the
Parties on and from 8 October 2023 (the “Effective Date”).
9. NO ADMISSION
This Amended Framework Agreement is not, and shall not be represented or construed by
the Parties as, an admission of liability or wrongdoing on the part of any Party to this
Amended Framework Agreement or any other person or entity.
10. AUTHORITY
Each Party warrants and represents that it has capacity, power and authority to enter into,
execute and perform this Amended Framework Agreement.
11. SUCCESSORS
11.1 GP1 shall not at any time assign, transfer or dispose of its interest in the PLC Sub-Notes
👉️without the prior written consent of the Parties. 👈️
11.2 LBHI shall not assign, transfer or dispose of its interest in the PLC Sub-Debt:
(a) on or before 15 December 2024, in any circumstances👉️ unless each of GP1 and DB
in their absolute discretion have consented to such assignment, transfer or
disposal; 👈️
(b) on and from 16 December 2024, unless:
(i) the assignee or transferee of LBHI’s interest agrees to be bound by the
terms of this Amended Framework Agreement; and
(ii) each of GP1 and DB (in the case of DB, only if it then holds 10% or more
of the ECAPS in issue) have consented to such assignment or transfer,
such consent not to be unreasonably withheld or delayed. LBHI, GP1 and
DB each agree that it shall not be reasonable to withhold or delay consent
if the proposed transfer, assignment or disposal by LBHI of the PLC Sub-
Debt is for value, save for if there is a genuine demonstrable risk that the
assignment or transfer could undermine this Amended Framework
Agreement or that the proposed assignee or transferee intends to breach,
undermine or take action inconsistent with this Amended Framework
Agreement.
08-13555-mg Doc 61695 Filed 10/03/24 Entered 10/03/24 15:10:34 Main Document
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