Common use of NOVATION BY A LENDER Clause in Contracts

NOVATION BY A LENDER. A Lender (the "Existing Lender") may be released from its obligations and surrender its rights under this Agreement to the extent that exactly corresponding obligations and rights are assumed by another lender (the "New Lender") in accordance with the following: (A) The principal amount to be novated (or, in the case of an amount in an Optional Currency, the Original Euro Amount) must equal or exceed euros 5,000,000. (B) The Existing Lender must obtain the prior written consent of the Guarantor (acting on its own behalf and on behalf of the Borrower) to the proposed novation (this consent not to be unreasonably withheld or delayed). The Borrower irrevocably authorises the Guarantor to consent on its behalf. If the Guarantor does not reply to a request for consent within 15 Business Days it will be treated as having given its consent. (C) Once the Guarantor's written consent is obtained, or treated as obtained, the Existing Lender will deliver to the Agent a Substitution Certificate. This must be signed by both the Existing Lender and the New Lender and be properly completed. It must have attached to it one of the following: (i) The Guarantor's consent. (ii) The Existing Lender's request for a consent and a certificate of an officer of the Existing Lender to the effect that no reply was received within 15 Business Days. (D) The Existing Lender will also arrange for the payment of a processing fee to the Agent. The amount of this fee is euros 750 (plus any reasonable expenses) unless the Agent has notified the Lenders of a different amount which has been agreed with an Instructing Group. (E) The Agent will sign the Substitution Certificate no later than five Business Days after its receipt and the payment of the processing fee. This signature will be made on behalf of the other Lenders, the Guarantor and the Borrower as well as itself. Each Lender, the Guarantor and the Borrower irrevocably authorise the Agent to sign in this manner. (F) The Substitution Certificate will take effect on the date it specifies. On this date: (i) The Existing Lender is released from its obligations to and surrenders its rights against any other party to the Finance Documents in respect of the Finance Documents to the extent described in the Certificate. (ii) The New Lender assumes obligations to and rights against any other party to the Finance Documents in respect of the Finance Documents exactly corresponding to those released and surrendered by the Existing Lender. The Commitment of the Existing Lender will be reduced accordingly and the New Lender will assume a Commitment of the amount of the corresponding reduction.

NOVATION BY A LENDER. A Lender (the "Existing LenderEXISTING LENDER") may be released from its obligations and surrender its rights under this Agreement to the extent that exactly corresponding obligations and rights are assumed by another lender (the "New LenderNEW LENDER") in accordance with the following: (A) The Existing Lender must novate an amount of its Facility A Commitments and an amount of its Facility B Commitments which when these amounts are expressed as a proportion of, in the case of Facility A Commitments, the Total Facility A Commitments and, in the case of Facility B Commitments, the Total Facility B Commitments, results in the same figure. (B) The principal amount to be novated (or, in the case of an amount in an the Optional Currency, the Original Euro Sterling Amount) must equal or exceed euros 5,000,000(Pounds)2,500,000 (or be the remaining amount of its Facility A Commitment and Facility B Commitment). (BC) The Existing Lender must obtain the prior written consent of the Guarantor (acting on its own behalf and on behalf of the Borrower) Borrower to the proposed novation (this consent not to be unreasonably withheld or delayed)novation. The Borrower irrevocably authorises the Guarantor to consent on its behalfagrees that it will not unreasonably withhold this consent. If the Guarantor Borrower does not reply to a written request for consent within 15 10 Business Days it will be treated as having given its consent. No consent is required where the novation: (i) is to another Lender; (ii) is to an affiliate or Subsidiary or Holding Company of the assignor; (iii) occurs when there is an outstanding Termination Event; or (iv) is part of the syndication process arranged by the Arrangers. (CD) Once the GuarantorBorrower's written consent is obtained, obtained (or treated as obtained), the Existing Lender will deliver to the Agent a Substitution Certificate. This must be signed by both the Existing Lender and the New Lender and be properly completed. It must have attached to it one of the following: (i) The GuarantorBorrower's consent. (ii) The . Alternatively it must have attached to it the Existing Lender's request for a consent and a certificate of an officer of the Existing Lender to the effect that such request was received by the Borrower and that no reply was received within 15 Business Days. (D) The Existing Lender will also arrange for the payment of a processing fee to the Agent. The amount of this fee is euros 750 (plus any reasonable expenses) unless the Agent has notified the Lenders of a different amount which has been agreed with an Instructing Group. (E) The Agent will sign the Substitution Certificate no later than five Business Days after its receipt and the payment of the processing fee. This signature will be made on behalf of the other Lenders, the Guarantor and the Borrower as well as itself. Each Lender, the Guarantor and the Borrower irrevocably authorise the Agent to sign in this manner. (F) The Substitution Certificate will take effect on the date it specifies. On this date: (i) The Existing Lender is released from its obligations to and surrenders its rights against any other party to the Finance Documents in respect of the Finance Documents to the extent described in the Certificate. (ii) The New Lender assumes obligations to and rights against any other party to the Finance Documents in respect of the Finance Documents exactly corresponding to those released and surrendered by the Existing Lender. The Commitment of the Existing Lender will be reduced accordingly and the New Lender will assume a Commitment of the amount of the corresponding reduction.10

NOVATION BY A LENDER. A Lender (the "Existing Lender") may be released from its obligations and surrender its rights under this Agreement to the extent that exactly corresponding obligations and rights are assumed by another lender (the "New Lender") in accordance with the following: (A) The principal amount to be novated (or, in the case of an amount in an Optional Currency, the Original Euro Amount) must equal or exceed euros 5,000,000. (B) The Existing Lender must obtain the prior written consent of the Guarantor (acting on its own behalf and on behalf of the Borrower) to the proposed novation (this consent not to be unreasonably withheld or delayed). The Borrower irrevocably authorises the Guarantor to consent on its behalf. If the Guarantor does not reply to a request for consent within 15 Business Days it will be treated as having given its consent. (C) Once the Guarantor's written consent is obtained, or treated as obtained, the Existing Lender will deliver to the Agent a Substitution Certificate. This must be signed by both the Existing Lender and the New Lender and be properly completed. It must have attached to it one of the following: (i) The Guarantor's consent. (ii) The Existing Lender's request for a consent and a certificate of an officer of the Existing Lender to the effect that no reply was received within 15 Business Days. (DB) The Existing Lender will also arrange for the payment of a processing fee to the Agent. The amount of this fee is euros 750 US$500 (plus any reasonable expenses) unless the Agent has notified the Lenders of a different amount which has been agreed with an Instructing Group. (EC) The Agent will sign the Substitution Certificate no later than five Business Days after its receipt and the payment of the processing fee. This signature will be made on behalf of the other Lenders, the Guarantor and the Borrower as well as itself. Each Lender, the Guarantor and the Borrower irrevocably authorise the Agent to sign in this manner. (FD) The Substitution Certificate will take effect on the date it specifies. On this date: (i) The Existing Lender is released from its obligations to and surrenders its rights against any other party to the Finance Documents in respect of the Finance Documents to the extent described in the Certificate. (ii) The New Lender assumes obligations to and rights against any other party to the Finance Documents in respect of the Finance Documents exactly corresponding to those released and surrendered by the Existing Lender. The Commitment of the Existing Lender will be reduced accordingly and the New Lender will assume a Commitment of the amount of the corresponding reduction.

NOVATION BY A LENDER. A Lender (the "Existing Lender") may be released in whole but not in part from its obligations and surrender its rights under this Agreement to the extent that exactly corresponding obligations and rights are assumed by another lender a person who will on novation qualify as a Qualifying Lender and who has been assigned an investment grade rating by Standard & Poor's, Moodx'x xx Duff & Phelxx (the xxe "New Lender") if it obtains the written consent of the Borrower in advance (such consent not to be unreasonably withheld or delayed), provided that the Borrower's consent is not needed for a novation to an Affiliate of a Lender which is a Qualifying Lender or to any Qualifying Lender if there is an Event of Default. Such novation shall be in accordance with the following: (A) The principal amount to be novated (or, in the case of an amount in an Optional Currency, the Original Euro Amount) must equal or exceed euros 5,000,000. (B) The Existing Lender must obtain the prior written consent of the Guarantor (acting on its own behalf and on behalf of the Borrower) to the proposed novation (this consent not to be unreasonably withheld or delayed). The Borrower irrevocably authorises the Guarantor to consent on its behalf. If the Guarantor does not reply to a request for consent within 15 Business Days it will be treated as having given its consent. (C) Once the Guarantor's written consent is obtained, or treated as obtained, the Existing Lender will deliver to the Agent a Substitution Certificate. This must be signed by both the Existing Lender and the New Lender and be properly completed. It must have attached to it one of the following: (i) The Guarantor's consent. (ii) The Existing Lender's request for a consent and a certificate of an officer of the Existing Lender to the effect that no reply was received within 15 Business Days. (D) The Existing Lender will also arrange for the payment of a processing fee to the Agent. The amount of this fee is euros 750 L.750 (plus any reasonable expenses) unless the Agent has notified the Lenders of a different amount which has been agreed with an Instructing Groupthe Majority Banks. (EB) The Agent will sign the Substitution Certificate no later than five 5 Business Days after its receipt and the payment of the processing fee. This signature will be made on behalf of the other Lenders, the Guarantor and the Borrower as well as itself. Each Lender, the Guarantor Lender and the Borrower irrevocably authorise authorises the Agent to sign in this manner. (FC) The Substitution Certificate will take effect on the date it specifies. On this date: (i) The Existing Lender is released from its obligations to and surrenders its rights against any other party to the Finance Documents in respect of the Finance Documents to the extent described in the Certificate. (ii) The New Lender assumes obligations to and rights against any other party to the Finance Documents in respect of the Finance Documents exactly corresponding to those released and surrendered by the Existing Lender. The Commitment of the Existing Lender will be reduced accordingly and the New Lender will assume a Commitment of the amount of the corresponding reduction.