Common use of TRANSFERS BY Clause in Contracts

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) 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 (such rights, benefits and obligations being referred to in this Clause 35.5 as "discharged rights and obligations"); (b) each of the Obligors and the 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 same in place of such Obligor and such Bank; (c) the 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 with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer; (d) such Transferee shall become a party hereto as a "Bank" and will also be deemed to have appointed the Agents as its Agent in accordance with the terms of this Agreement; and (e) to the extent that 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 Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such party.

TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder under the Finance Documents as contemplated in Clause 35.3 32.3 (Assignments and Transfers by BanksASSIGNMENTS 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 executed by such Bank and the relevant Transferee in which event it is hereby irrevocably agreed by each of the Obligors in advance thatevent, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day Business Day after (or such earlier business day 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):Agent: (a) 32.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations hereunder under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another hereunder under the Finance Documents and their respective rights against one another shall be cancelled (such rights, benefits rights and obligations being referred to in this Clause 35.5 32.5 as "discharged rights and obligationsDISCHARGED RIGHTS AND OBLIGATIONS"); (b) 32.5.2 each of the Obligors and the 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 same in place of such Obligor and such Bank; (c) 32.5.3 the AgentsAgent, the ArrangersArranger, 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 to the Finance Documents as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer;transfer and to that extent the Agent, the Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and (d) 32.5.4 such Transferee shall become a party hereto as a "Bank" and will also be deemed to have appointed the Agents as its Agent in accordance with the terms of this Agreement; and (e) to the extent that 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 Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such party".

TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder under the Finance Documents as contemplated in Clause 35.3 (Assignments and Transfers by BanksASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected by the delivery to the Facility Agent of a duly completed Transfer Certificate executed by such Bank and signature the relevant Transferee, to be countersigned 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 thatevent, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day Business Day after (or such earlier business day 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):Agent: (a) 35.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by transfer and assumption its rights, benefits and obligations hereunder under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another hereunder under the Finance Documents and their respective rights against one another shall be cancelled (such rights, benefits rights and obligations being referred to in this Clause 35.5 as "discharged rights and obligationsDISCHARGED RIGHTS AND OBLIGATIONS"); (b) 35.5.2 each of the Obligors and the 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 same in place of such Obligor and such Bank; (c) 35.5.3 the AgentsFacility Agent, the ArrangersSecurity Agent, the Arranger, such Transferee Transferee, the Fronting Bank 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 to the Finance Documents as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer;transfer and to that extent the Facility Agent, the Security Agent, the Arranger, the Fronting Bank and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and (d) 35.5.4 such Transferee shall become a party hereto as a "Bank" and will also ". For the avoidance of doubt any transfer of any Bank's rights and/or benefits under the Finance Documents (together with or as the case may be deemed to have appointed the Agents as its Agent independent of any transfer of any obligations) is effected by way of assignment (ABTRETUNG) in accordance with sections 389 and subsequent of the terms German Civil Code (BGB) and not by way of this Agreement; and (e) to the extent that 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 Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such partynovation.

TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in (and only in accordance with) Clause 35.3 26.3 (Assignments and Transfers by Banks), ) then such transfer may be effected by the delivery to and signature by the Facility 80 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 Bank Transfer Certificate (or other document having substantially the same effect) in which event it is hereby irrevocably agreed by each of the Obligors in advance thatevent, on the later of the Bank Transfer Date specified in such Bank Transfer Certificate or other document and the fifth business day after (or such earlier business day endorsed by the Facility Agent on such Bank Transfer Certificate or other document falling on or after) the date of delivery of such Bank Transfer Certificate or other document 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):Agent: (a) 26.5.1 to the extent that in such Transfer Certificate or other document the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder 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 (such rights, benefits rights and obligations being referred to in this Clause 35.5 26.5 as "discharged rights and obligationsDISCHARGED RIGHTS AND OBLIGATIONS"); (b) 26.5.2 each of the Obligors and the Transferee Bank party thereto or to such other document 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 Bank have assumed and/or acquired the same in place of such Obligor and such Bank; (c) 26.5.3 the AgentsAgent, the ArrangersArranger, such Transferee Bank 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 Bank 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 (d) 26.5.4 such Transferee Bank shall become a party hereto as a "Bank" and will also be deemed to have appointed the Agents as its Agent in accordance with the terms of this Agreement; and (e) to the extent that 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 Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such party".

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) 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 (such rights, benefits and obligations being referred to in this Clause 35.5 as "discharged rights and obligations"); (b) each of the Obligors and the 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 same in place of such Obligor and such Bank; (c) the 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 with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer; (d) such Transferee shall become a party hereto as a "Bank" and will also be deemed to have appointed the Agents as its Agent in accordance with the terms of this Agreement; and (e) to the extent that 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 Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such party.

TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder under the Facility Documents as contemplated in Clause 35.3 34.1 (Assignments and Transfers by BanksASSIGNMENTS 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 - 71 - completed and duly executed Transfer Certificate in which event it is hereby irrevocably agreed by each of the Obligors in advance thatevent, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day Business Day after (or such earlier business day 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):Agent: (a) 34.3.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and rights under the Facility Documents to the Transferee they shall be so assigned; 34.3.2 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its obligations hereunder each under or in respect of the Obligors Facility Documents, each Obligor and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled to each other under or in respect of the Facility Documents (such rights, benefits and obligations being referred to in this Clause 35.5 34 as "discharged rights and obligations"); (b) 34.3.3 each of the Obligors Obligors, and the 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 the Obligors and such Transferee have assumed and/or acquired the same in place of such Obligor the Obligors, and such Bank;; and (c) the Agents, the Arrangers, 34.3.4 such Transferee and the other Banks Finance Parties 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 to any of the Facility Documents as a Bank or as a beneficiary thereof with the rights, benefits rights assigned to it and/or obligations acquired or assumed by it as a result of such transfer; (d) such Transferee shall become a party hereto as a "Bank" assignment and will also be deemed to have appointed transfer including, by the Agents as its Agent in accordance with the terms execution of this Agreement; and (e) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its CommitmentCertificate, the Transferee shall replace such Bank in respect of any relevant Letter of Credit. Receipt of a Transfer Certificate by Security Trust Agreement and the Facility Agent shall also constitute notice to the Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such partySecond Security Documents.

TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in (and only in accordance with) Clause 35.3 26.3 (Assignments and Transfers by Banks), 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 Bank Transfer Certificate (or other document having substantially the same effect) in which event it is hereby irrevocably agreed by each of the Obligors in advance thatevent, on the later of the Bank Transfer Date specified in such Bank Transfer Certificate or other document and the fifth business day after (or such earlier business day endorsed by the Facility Agent on such Bank Transfer Certificate or other document falling on or after) the date of delivery of such Bank Transfer Certificate or other document 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):Agent: (a) to the extent that in such Transfer Certificate or other document the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder 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 (such rights, benefits rights and obligations being referred to in this Clause 35.5 26.5 as "discharged rights and obligationsDISCHARGED RIGHTS AND OBLIGATIONS"); (b) each of the Obligors and the Transferee Bank party thereto or to such other document 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 Bank have assumed and/or acquired the same in place of such Obligor and such Bank; (c) the AgentsAgent, the Arrangers, such Transferee Bank 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 Bank 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 (d) such Transferee Bank shall become a party hereto as a "Bank" and will also be deemed to have appointed the Agents as its Agent in accordance with the terms of this Agreement; and (e) to the extent that 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 Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such party".

TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder under the Finance Documents as contemplated in Clause 35.3 34.3 (Assignments and Transfers by BanksASSIGNMENTS 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 executed by such Bank and the relevant Transferee in which event it is hereby irrevocably agreed by each of the Obligors in advance thatevent, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day Business Day after (or such earlier business day 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):Agent: (a) 34.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations hereunder under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another hereunder under the Finance Documents and their respective rights against one another shall be cancelled (such rights, benefits rights and obligations being referred to in this Clause 35.5 34.5 as "discharged rights and obligationsDISCHARGED RIGHTS AND OBLIGATIONS"); (b) 34.5.2 each of the Obligors and the 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 same in place of such Obligor and such Bank; (c) 34.5.3 the AgentsFacility Agent, 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 with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer;transfer and to that extent the Facility Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and (d) 34.5.4 such Transferee shall become a party hereto as a "Bank" and will also be deemed to have appointed the Agents as its Agent in accordance with the terms of this Agreement; and (e) to the extent that 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 Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such party".

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 32.3 (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 executed by such Bank and the relevant Transferee in which event it is hereby irrevocably agreed by each of the Obligors in advance thatevent, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day Business Day after (or such earlier business day 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):Agent: (a) 32.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations hereunder 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 (such rights, benefits rights and obligations being referred to in this Clause 35.5 32.5 as "discharged rights and obligationsDISCHARGED RIGHTS AND OBLIGATIONS"); (b) 32.5.2 each of the Obligors and the Transferee party thereto shall assume obligations 76 80 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 same in place of such Obligor and such Bank; (c) 32.5.3 the AgentsAgent, the Arrangers, such Transferee Transferee, the L/C Issuing Bank 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 with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer; (d) such Transferee transfer and to that extent the Agent, the Arrangers, the L/C Issuing Bank and the relevant Bank shall become a party hereto as a "Bank" and will also each be deemed released from further obligations to have appointed the Agents as its Agent in accordance with the terms of this Agreementeach other hereunder; and (e) to the extent that 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 Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such party.

TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder under the Finance Documents as contemplated in Clause 35.3 29.3 (Assignments and Transfers by BanksASSIGNMENTS 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 executed by such Bank and the relevant Transferee in which event it is hereby irrevocably agreed by each of the Obligors in advance thatevent, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day Business Day after (or such earlier business day 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):Agent: (a) 29.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations hereunder under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another hereunder under the Finance Documents and their respective rights against one another shall be cancelled (such rights, benefits rights and obligations being referred to in this Clause 35.5 28.5 as "discharged rights and obligationsDISCHARGED RIGHTS AND OBLIGATIONS"); (b) 29.5.2 each of the Obligors and the 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 same in place of such Obligor and such Bank; (c) 29.5.3 the AgentsFacility Agent, 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 with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer;transfer and to that extent the Facility Agent, the Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and (d) 29.5.4 such Transferee shall become a party hereto as a "Bank" and will also be deemed to have appointed the Agents as its Agent in accordance with the terms of this Agreement; and (e) to the extent that 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 Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such party".

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 24.3 (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 3524): (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 (such rights, benefits and obligations being referred to in this Clause 35.5 24.5 as "discharged rights and obligations"); (b) each of the Obligors and the 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 same in place of such Obligor and such Bank; (c) the AgentsFacility Agent, 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 with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer;; and (d) such Transferee shall become a party hereto as a "Bank" and will also be deemed to have appointed the Agents Facility Agent as its Agent agent in accordance with the terms of this Agreement; and (e) to the extent that 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 Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such party.

TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder under the Finance Documents as contemplated in Clause 35.3 32.3 (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 executed by such Bank and the relevant Transferee in which event it is hereby irrevocably agreed by each of the Obligors in advance thatevent, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day Business Day after (or such earlier business day 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):Agent: (a) 32.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another hereunder under the Finance Documents and their respective rights against one another shall be cancelled (such rights, benefits rights and obligations being referred to in this Clause 35.5 32.5 (Transfers by Banks) as "discharged rights and obligationsDISCHARGED RIGHTS AND OBLIGATIONS"); (b) 32.5.2 each of the Obligors and the 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 each such Obligor and such Transferee have assumed and/or acquired the same in place of each such Obligor and such Bank; (c) 32.5.3 the AgentsAgent, the ArrangersSecurity Agent, the Underwriters, the Arranger, such Transferee and Transferee, 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 to the Finance Documents as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer;transfer and to that extent the Agent, the Security Agent, the Underwriters, the Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and (d) 32.5.4 such Transferee shall become a party hereto as a "Bank" and will also be deemed to have appointed the Agents as its Agent in accordance with the terms of this Agreement; and (e) to the extent that 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 Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the 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 Facility Agent as representative of such party".