Common use of Procedure for substitution Clause in Contracts

Procedure for substitution. (a) Subject to satisfaction of the requirements set out in Clause 30.3(a), a novation is effected if: (i) the Existing Bank and the New Bank deliver to the Facility Agent a duly completed certificate executed by the Existing Bank and the New Bank, substantially in the form of Schedule D (a "SUBSTITUTION CERTIFICATE"); and (ii) the Facility Agent executes it. Promptly upon its receipt (by facsimile transmission or otherwise) the Facility Agent hereby agrees to execute any Substitution Certificate delivered to it and which has been duly completed and executed by Xxxxxxx Sachs Credit Partners L.P. as Existing Bank and Xxxxxxx Xxxxx International Bank as New Bank or vice versa. The Facility Agent shall be permitted to rely on a facsimile copy of such Substitution Certificate. (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Facility Agent to execute any duly completed Substitution Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Substitution Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other under the Finance Documents (the "DISCHARGED OBLIGATIONS"), except for any obligation which the Existing Bank has to the LC Bank pursuant to Clause 5.6 in respect of Documentary Credits issued prior to the date on which such novation takes effect as determined below unless otherwise agreed in writing by the LC Bank (provided that the LC Bank hereby agrees to any novation from Xxxxxxx Xxxxx Credit Partners L.P. to Xxxxxxx Sachs International Bank and vice versa); 113 (ii) the New Bank and the existing Parties will assume obligations towards each other under the Finance Documents which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties under the Finance Documents and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other under the Finance Documents which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Substitution Certificate by the Facility Agent or, if later, the date specified in the Substitution Certificate and in each case, the provisions of Clause 30.4 are complied with. The discharged obligations shall not include any obligation under Clauses 13 and 15 in respect of payments made prior to the effective date of such Substitution Certificate.

Procedure for substitution. (a) Subject By 11:00 a.m. on the third Business Day following each Determination Date, Transferor shall give written notice to satisfaction Servicer of any substitution of Substitute Leases for Predecessor Leases. By 11:00 a.m. on the requirements set out fourth Business Day following each Payment Date, Transferor shall deliver to Servicer and Indenture Trustee and, to the extent not included in Clause 30.3(a)the Monthly Servicer Report, a novation is effected if: Indenture Trustee shall promptly deliver to each Rating Agency (i) a supplement to Schedule 1 setting forth the Existing Bank and the New Bank deliver to the Facility Agent a duly completed certificate executed by the Existing Bank and the New Bankinformation shown thereon for each such Substitute Lease, substantially in the form of Schedule D (a "SUBSTITUTION CERTIFICATE"); and (ii) the Facility Agent executes it. Promptly upon its receipt an Officer's Certificate (by facsimile transmission or otherwiseA) the Facility Agent hereby agrees to execute any Substitution Certificate delivered to it and certifying that each such Substitute Lease is an Eligible Lease, (B) specifying each Predecessor Lease for which a substitution has been duly completed made and executed by Xxxxxxx Sachs Credit Partners L.P. the amount of each periodic Lease Payment and the Booked Residual Value under each such Predecessor Lease and the amount of each periodic Lease Payment and the Booked Residual Value under each Substitute Lease being transferred thereby and (C) that all conditions precedent to such substitution have been satisfied and (iii) such additional information concerning such Substitute Leases or Predecessor Leases as Existing Bank may be needed for Servicer to prepare its monthly reports pursuant to Section 4.8 and Xxxxxxx Xxxxx International Bank to otherwise carry out its duties as New Bank or vice versa. The Facility Agent shall be permitted to rely on a facsimile copy of such Substitution CertificateServicer hereunder. (b) Each Party Subject to the provisions of Section 5.6, the delivery of any Officer's Certificate and supplement to Schedule 1 pursuant to Section 5.4(a) shall be conclusive evidence, without further act or deed, that during the immediately preceding Due Period (other than i) Transferor assigned to Issuer pursuant to Section 2.1 all of Transferor's right title and interest in and to the Existing Bank Substitute Leases identified in such supplement and the New Bankrelated rights described in Section 2.1, (ii) irrevocably authorises Transferor transferred to Issuer, all of Transferor's right, title and interest in and to the Facility Agent Equipment subject to execute such Substitute Leases (to the extent of Transferor's interest in such Equipment, including Transferor's security interest in any duly completed Substitution Equipment which is not owned by Transferor), and (iii) Issuer assigned and transferred to Transferor, without representation or warranty, all of Issuer's right, title and interest in and to the Predecessor Leases identified in such Officer's Certificate and the Equipment subject thereto (to the extent of Issuer's interest in such Equipment, including Issuer's security interest in any Equipment which is not owned by Issuer). Transferor shall promptly deliver to Indenture Trustee (or a custodian on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Substitution Certificate: (i) the Existing Bank original executed counterpart of each Substitute Lease assigned to Issuer in accordance with Section 5.4 and Issuer shall promptly request Indenture Trustee to deliver to Transferor the other Parties (the "EXISTING PARTIES") will be released from their obligations to original executed counterpart of each other under the Finance Documents (the "DISCHARGED OBLIGATIONS"), except Predecessor Lease for any obligation which the Existing Bank substitution has to the LC Bank been made pursuant to Clause 5.6 in respect of Documentary Credits issued prior to the date on which such novation takes effect as determined below unless otherwise agreed in writing by the LC Bank (provided that the LC Bank hereby agrees to any novation from Xxxxxxx Xxxxx Credit Partners L.P. to Xxxxxxx Sachs International Bank and vice versa); 113 (ii) the New Bank and the existing Parties will assume obligations towards each other under the Finance Documents which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties under the Finance Documents and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other under the Finance Documents which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Substitution Certificate by the Facility Agent or, if later, the date specified in the Substitution Certificate and in each case, the provisions of Clause 30.4 are complied with. The discharged obligations shall not include any obligation under Clauses 13 and 15 in respect of payments made prior to the effective date of such Substitution CertificateSection 5.4.

Procedure for substitution. (a) Subject to satisfaction of the requirements set out in Clause 30.3(a), a novation is effected if: (i) the Existing Bank and the New Bank deliver to the Facility Agent (with a copy to Services) a duly completed certificate executed by the Existing Bank and the New Bank, substantially in the form of the Fourth Schedule D (a "SUBSTITUTION CERTIFICATE"); and (ii) the Facility Agent executes it. Promptly upon its receipt (by facsimile transmission or otherwise) the Facility Agent hereby agrees to execute any Substitution Certificate delivered to it and which has been duly completed and executed by Xxxxxxx Sachs Xxxxx Credit Partners Partners, L.P. as Existing Bank and Xxxxxxx Xxxxx Sachs International Bank as New Bank or vice versa. The Facility Agent shall be permitted to rely on a facsimile copy of such Substitution Certificate. (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Facility Agent to execute any duly completed Substitution Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Substitution Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other under the Finance Documents (the "DISCHARGED OBLIGATIONS"), except for any obligation which the Existing Bank has to the LC Bank pursuant to Clause 5.6 in respect of Documentary Credits issued prior to the date on which such novation takes effect as determined below unless otherwise agreed in writing by the LC Bank (provided that the LC Bank hereby agrees to any novation from Xxxxxxx Xxxxx Credit Partners Partners, L.P. to Xxxxxxx Sachs International Bank (and vice versa); 113); (ii) the New Bank and the existing Parties will assume obligations towards each other under the Finance Documents which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties under the Finance Documents and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other under the Finance Documents Document which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Substitution Certificate by the Facility Agent or, if later, the date specified in the Substitution Certificate and in each case, if the provisions of this Clause 30.4 are complied with. The discharged obligations shall not include any obligation under Clauses 13 and 15 in respect of payments made prior to the effective date of such Substitution Certificate.

Procedure for substitution. (a) Subject A Retiring Subscriber may arrange to satisfaction novate a New Subscriber for itself and its Subscriber Affiliates in respect of all or part of a Commitment, the corresponding proportion of its Share of each relevant Funding Portion and interest in the Debentures which correspond with the amount of the requirements set out in Clause 30.3(a)commitment to be transferred and related rights and obligations under the Transaction Documents, a novation is effected if: (i) the Existing Bank and the New Bank deliver by delivering to the Facility Agent 4 counterparts of a duly completed certificate Substitution Certificate executed by the Existing Bank Retiring Subscriber and by the proposed New Bank, substantially Subscriber in the form of Schedule D (a "SUBSTITUTION CERTIFICATE"); and (ii) the Facility Agent executes it. Promptly upon its receipt (by facsimile transmission Australian Capital Territory or otherwise) the Facility Agent hereby agrees to execute any Substitution Certificate delivered to it and which has been duly completed and executed by Xxxxxxx Sachs Credit Partners L.P. as Existing Bank and Xxxxxxx Xxxxx International Bank as New Bank or vice versa. The Facility Agent shall be permitted to rely on a facsimile copy of such Substitution Certificateoutside Australia. (b) Each Party party to this document (other than the Existing Bank Retiring Subscriber and the proposed New BankSubscriber and their respective Subscriber Affiliates) irrevocably authorises the Facility Agent to execute any duly completed execute: (i) a Substitution Certificate delivered under paragraph (a) in the Australian Capital Territory or outside Australia; (ii) any other document, and to do anything else, that the Facility Agent believes is necessary or desirable to make the substitution, on its behalfbehalf and on behalf of its Subscriber Affiliates. (c) To After receiving a Substitution Certificate under paragraph (a), the extent that they are expressed Facility Agent (subject to be clause 13.3(a)) must: (i) countersign the subject counterparts on behalf of all the novation other parties to this document and any Subscriber Affiliates (except the Retiring Subscriber and the proposed New Subscriber and their respective Subscriber Affiliates) in the Australian Capital Territory or outside Australia; and (ii) retain 1 counterpart and deliver the others to the Retiring Subscriber, the proposed New Subscriber and the Parent. (d) If the Facility Agent countersigns counterparts of a Substitution Certificate as contemplated by paragraph (c) then, on the "Substitution Date" referred to in the Substitution Certificate: (i) the Existing Bank New Subscriber is substituted by novation for the Retiring Subscriber and its Subscriber Affiliates in relation to the Commitment (or part, as appropriate) of the Retiring Subscriber as specified in the Substitution Certificate, and the other Parties (New Subscriber and its Subscriber Affiliates are substituted by novation for the "EXISTING PARTIES") will be released from their obligations to each other under the Finance Documents (the "DISCHARGED OBLIGATIONS"), except for any obligation which the Existing Bank has Retiring Subscriber and its Subscriber Affiliates in relation to the LC Bank pursuant to Clause 5.6 corresponding proportion of the Retiring Subscriber's Share of each relevant Funding Portion as specified in respect of Documentary Credits issued prior the Substitution Certificate, and to the date on which such novation takes effect as determined below unless otherwise agreed in writing by the LC Bank (provided that the LC Bank hereby agrees to any novation from Xxxxxxx Xxxxx Credit Partners L.P. to Xxxxxxx Sachs International Bank related rights and vice versa); 113obligations; (ii) the New Bank Retiring Subscriber and the existing Parties will assume obligations towards each other under the Finance Documents which differ its Subscriber Affiliates are released from the discharged obligations only insofar as they are owed to or assumed by which the New Bank instead of the Existing Bank;Subscriber is novated; and (iii) if the rights substitution is not part of the Existing Bank against primary general syndication of the existing Parties under the Finance Documents and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) Facilities, the New Bank and the existing Parties will acquire rights against each other under the Finance Documents which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Substitution Certificate by Subscriber must pay the Facility Agent or, if later, the date specified in the Substitution Certificate and in each case, the provisions (for its own account) a fee of Clause 30.4 are complied with. The discharged obligations shall not include any obligation under Clauses 13 and 15 in respect of payments made prior to the effective date of such Substitution CertificateAUD4,000.

Procedure for substitution. (a) Subject to satisfaction of the requirements set out in Clause 30.3(a), a novation is effected if: (i) the Existing Bank Maha-Metro and the New Bank deliver to the Facility Agent a duly completed certificate executed by the Existing Bank and the New Bank, substantially in the form of Schedule D (a "SUBSTITUTION CERTIFICATE"); and (ii) the Facility Agent executes it. Promptly upon its receipt (by facsimile transmission Concessionaire hereby agree that on or otherwise) the Facility Agent hereby agrees to execute any Substitution Certificate delivered to it and which has been duly completed and executed by Xxxxxxx Sachs Credit Partners L.P. as Existing Bank and Xxxxxxx Xxxxx International Bank as New Bank or vice versa. The Facility Agent shall be permitted to rely on a facsimile copy of such Substitution Certificate. (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Facility Agent to execute any duly completed Substitution Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Substitution Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other under the Finance Documents (the "DISCHARGED OBLIGATIONS"), except for any obligation which the Existing Bank has to the LC Bank pursuant to Clause 5.6 in respect of Documentary Credits issued prior to the date on which such novation takes effect as determined below unless otherwise agreed in writing by the LC Bank (provided that the LC Bank hereby agrees to any novation from Xxxxxxx Xxxxx Credit Partners L.P. to Xxxxxxx Sachs International Bank and vice versa); 113 (ii) the New Bank and the existing Parties will assume obligations towards each other under the Finance Documents which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties under the Finance Documents and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other under the Finance Documents which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on after the date of Lenders’ Substitution Notice under Article 3.2.3 and/or Lenders’ Substitution Representation Article 3.3.2, as the case may be, the Lenders’ Representative or Maha-Metro as the case may be, without prejudice to any of the other rights or remedies of the Lenders under the Financing Agreements, invite offers through competitive tenders for the take over and transfer of the Grant to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire towards Maha-Metro under the Concession Agreement and towards the Lenders under the Financing Agreements, subject to such Nominated Company conforming to the qualification criteria prescribed by Maha-Metro at the time of selection of the Concessionaire. The criteria for selection of the Nominated Company shall be a lump sum Substitution Premium to be paid upfront to Maha-Metro by the selected party as consideration prior to execution of any agreement for the Project. The Substitution Certificate Premium shall be in addition to the Nominated Company agreeing to bear all the liabilities of the Concessionaire in terms of the Concession Agreement, Financing Agreement, letter of allotment/sub-lease deeds and contracts with the Sub-contractors which shall include but not be limited to overdue and future payments towards taxes to be paid to the Government, repayment or refunds to third parties, instalments of Lease Premium (and interests thereof) to be paid to Maha-Metro , Annual Concession Fees to be paid to Maha-Metro , liquidated damages to be paid to Maha-Metro, payment to Sub-contractors relating to the Project, expenses incurred and claims by Maha-Metro on the Facility Agent orProject due to the Concessionaire’s default in terms of the Concession Agreement to be paid to Maha-Metro , if laterservicing of Debt Due to the Lenders. Moreover as part of the condition of the bidding, the date specified in Nominated Company shall be required to deposit an additional minimum amount within 30 days of its appointment as the Substitution Certificate and in each case, the provisions of Clause 30.4 are complied with. The discharged obligations shall not include any obligation under Clauses 13 and 15 Nominated Company to clear all overdue amounts in respect of payments made prior specified hereabove. The lump sum Substitution Premium may be either negative or positive depending on the perception of the concerned party of the rights and obligations in terms of the Concession Agreement, Lease Deed and Financing Agreements. Upon selection of a Nominated Company, the Lenders’ Representative shall request Maha-Metro to: transfer the Grant to the effective Nominated Company, on the same terms and conditions, for the remainder of the Term of the Concession Agreement; and enter into a new Substitution Agreement with the Lenders’ Representative and the Nominated Company on the same terms as are contained in the Substitution Agreement. If Maha-Metro has any objection to the transfer of Grant in favour of the Nominated Company in accordance with the Substitution Agreement, it shall within a period of 30 (thirty) days from the date of receipt of proposal made by the Lenders’ Representative, give a reasoned decision as regards the acceptability (or objection, as the case may be) of the Nominated Company. In the event the Nominated Company is acceptable to Maha-Metro, Maha-Metro shall give acceptance transfer the Grant within 15 (fifteen) days of its acceptance of the Nominated Company; provided that in the event of an objection by Maha-Metro, the Lenders’ Representative may propose another Nominated Company whereupon the procedure set forth in this Article 3.4 shall be followed for substitution of such Nominated Company in place of the Concessionaire. Provided that it is expressly agreed between the Parties hereto that in any event the process of Substitution Certificateof the Concessionaire shall be completed within a period of 180 (one hundred and eighty) days from the date of Lenders’ Substitution Notice or Lenders’ Substitution Representation. Selection to be binding The decision of Maha-Metro in selection of the Nominated Company or the approval of the Nominated Company selected by the Lenders’ Representative shall be final and binding on the Concessionaire and shall be deemed to have been made with the concurrence of the Concessionaire. The Concessionaire irrevocably agrees and waives any right to challenge the actions of the Lenders’ Representative or the Lenders or Maha-Metro taken pursuant to the Substitution Agreement including the transfer/assignment of the Grant in favour of the Nominated Company. It is hereby acknowledged by the Parties that the rights of Maha-Metro and the Lenders’ Representative are irrevocable and the Concessionaire shall have no right or remedy to prevent, obstruct or restrain Maha-Metro or the Lenders’ Representative from effecting or causing the transfer by substitution and endorsement of the Grant as requested by the Lenders’ Representative or as undertaken by Maha-Metro. No consultation, concurrence or approval with or of the Concessionaire will be required for such substitution. All actions of the Lenders’ Representative and/or Maha-Metro hereunder shall be deemed to be by and on behalf of, and expressly authorized by, the Lenders, and be binding upon them. Substitution by Nominated Company in other agreements The Concessionaire shall ensure and procure that each agreement or contract it enters with any third party in relation to the Grant contains provisions that entitle the Nominated Company to step into such agreement, in its discretion, in place and substitution of the Concessionaire in the event of such Nominated Company’s assumption of the liabilities and obligations of the Concessionaire under the Concession Agreement. The Nominated Company shall assume the rights and obligations of the Concessionaire in all such agreements and contracts including letter of allotments and sub-lease deeds pursuant to its receiving the Grant from Maha-Metro.

Procedure for substitution. (a) Subject to satisfaction of the requirements set out in Clause 30.3(a), a A novation is effected ifif after prior consultation with the Parent: (i) the Existing Bank and the New Bank deliver to the Facility Agent a duly completed certificate executed by the Existing Bank and the New Bank, substantially in the form of Part I of Schedule D 5 (a "SUBSTITUTION CERTIFICATE"); and (ii) the Facility Agent executes it. Promptly upon its receipt (by facsimile transmission or otherwise) the Facility Agent hereby agrees to execute any Substitution Certificate delivered to it and which has been duly completed and executed by Xxxxxxx Sachs Credit Partners L.P. as Existing Bank and Xxxxxxx Xxxxx International Bank as New Bank or vice versa. The Facility Agent shall be permitted to rely on a facsimile copy of such Substitution Certificate. (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Facility Agent to execute any duly completed Substitution Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Substitution Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other under the Finance Documents (the "DISCHARGED OBLIGATIONS"), except for any obligation which the Existing Bank has to the LC Bank pursuant to Clause 5.6 in respect of Documentary Credits issued prior to the date on which such novation takes effect as determined below unless otherwise agreed in writing by the LC Bank (provided that the LC Bank hereby agrees to any novation from Xxxxxxx Xxxxx Credit Partners L.P. to Xxxxxxx Sachs International Bank and vice versa); 113; (ii) the New Bank and the existing Parties will assume obligations towards each other under the Finance Documents which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties under the Finance Documents and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other under the Finance Documents which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Substitution Certificate by the Facility Agent or, if later, the date specified in the Substitution Certificate and in each case, the provisions of Clause 30.4 are complied withCertificate. The discharged obligations shall not include any obligation under Clauses 13 and 15 in respect of payments made prior to the effective date of such Substitution Certificate. (d) Each Obligor and each Finance Party hereby agrees for the future that in the event of an assignment or a transfer by any Existing Bank of all or part of its rights and obligations under the Finance Documents to a New Bank, the Existing Bank shall expressly preserve all of its rights under any security or privilege in relation to the existing rights, so that such security or privilege shall be automatically transferred to the New Bank.