ABB (ABB)

dated [•] (the “Credit Agreement”)

1.                                 Words and expressions defined in the Credit Agreement have the same meaning when used herein.

2.                                 We refer to Clause 24.5 (Procedure for transfer) of the Credit Agreement:

(a)                                      The Existing Lender and the New Lender agree to the Existing Lender and the New Lender transferring by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 24.5 (Procedure for transfer).

(b)                                     The proposed Transfer Date is [•].

(c)                                      The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 31.2 (Addresses) are set out in the Schedule.

3.                                 The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 24.4 (Limitation of responsibility of Existing Lenders).

4.                                 The New Lender confirms on the Transfer Date that it is a PMP.(1)

5.                                 This Transfer Certificate is governed by English law.

(1)   Only to be included if it is a requirement under Dutch law at the time of such assignment or transfer that the New Lender qualifies as a PMP.

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