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 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.

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.