Substitution Certificate. (a) Subject to clause 16.5 (b), if a duly completed Substitution Certificate duly executed by the Existing Bank and the Substitute is delivered to and counter-signed by the Facility Agent (for itself and the other parties to this Agreement other than the Existing Bank), then on the Effective Date (as specified in that 80 - 79 - Substitution Certificate) to the extent that the Existing Bank's rights, benefits and obligations under the Finance Documents are expressed in such Substitution Certificate to be the subject of a novation in favour of the Substitute effected pursuant to this clause 16.5:
(i) the existing parties to the Finance Documents and the Existing Bank shall be released from their respective obligations towards one another under the Finance Documents ("DISCHARGED OBLIGATIONS") except for any obligation which the Existing Bank has to the Issuing Bank under clause 4.7 (Bank's Guarantee and Indemnity) before the date on which the novation takes place unless otherwise agreed in writing by the Issuing Bank and their respective rights against one another under the Finance Documents ("DISCHARGED RIGHTS") shall be cancelled;
(ii) the Substitute party to such Substitution Certificate and the existing parties to the Finance Documents shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by such Substitute instead of to or by such Existing Bank;
(iii) the Substitute party to such Substitution Certificate and the existing parties to the Finance Documents shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Substitute instead of by or against such Existing Bank; and
(iv) the 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 Substitute 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, on such Effective Date, the Substitute shall (unless such novation is part of the syndication process carried out by the Arrangers) pay to the Facility Agent for its own account a fee of L.750. The Facility Agent shall promptly notify the other Banks of the receipt by it of any Substitution Certificate and shall promptly deliver a copy of such Substitution Certificate to the Primary Borrower.
(b) A Substitution Certi...
Substitution Certificate. To: [ ] as Facility Agent under the Credit Agreement From: [THE EXISTING LENDER] and [THE NEW LENDER] References to Clauses are to Clauses of the Credit Agreement. Terms defined in the Credit Agreement have the same meaning when used in this certificate. We refer to Clause 30.3.
1. We [ ] (the "Existing Lender") and [ ] (the "New Lender") agree to the Existing Lender and the New Lender transferring, novating and assigning all the Existing Lender's rights and obligations referred to in the Schedule in accordance with Clause 30.3.
2. From the date specified in paragraph 3 below, the New Lender becomes (a) party to the Credit Agreement as a Lender, and (b) party to the Intercreditor Agreement as a Senior Creditor with the rights and obligations referred to in the Schedule and the New Lender undertakes to perform all such obligations.
3. The specified date for the purposes of Clause 30.3(c) is [date of transfer and assignment].
4. The Facility Office and address for notices of the New Lender for the purposes of Clause 36.2 are set out in the Schedule.
5. [The New Lender undertakes to counter-indemnify the Existing Lender for the New Lender's pro rata share of all amounts payable by the Existing Lender (whether pursuant to Clause 5.7 or otherwise) in respect of any outstanding Documentary Credit.]/[The LC Bank confirms its consent to the transfers and novations referred to in this Substitution Certificate.]
6. The Existing Lender and the New Lender acknowledge and agree that Clauses 30.2(d), (e), (f), (g) and (h) apply to this Substitution Certificate and the transfer and assignment contemplated hereby as if set out in full herein, mutatis mutandis.
7. This Substitution Certificate is governed by English law. [New Lender] [Facility Office Address for notices] [Existing Lender] [New Lender] By: By: Date: Date: [ ] as Facility Agent under the Credit Agreement By: Date: [Execution by LC Bank.] 165
Substitution Certificate. This Substitution Certificate relates to a L.[ ] Facilities Agreement (the "AGREEMENT") dated 2 March 1998 between TU Finance (No.
Substitution Certificate. A certificate executed and delivered by an authorized officer, director, general partner or managing member of each of the Borrowers, as applicable certifying, as of the Substitution Date, (v) as to the matters set forth in Section 3.3, (w) as to the principal amount outstanding under the Notes, (x) as to the allocation of the Allocated Loan Amounts for the Substitution Removed Assets among the Substitution Added Assets, as determined by the Requisite Lenders and Administrative Agent in their sole discretion and (y) as to the amount of the initial deposits or monthly deposits, as determined by Administrative Agent, if required to be made in connection with such Substitution Event pursuant to Article 7 hereof;
Substitution Certificate. This Substitution Certificate relates to a £585,000,000 Secured Credit Facility Agreement (the “Agreement”) dated 12 May 1999 as amended from time to time between, among others, ZSC Specialty Chemicals Group Limited (1), Chase Manhattan plc and X.X. Xxxxxx Securities Ltd. as Arrangers (2), Chase Manhattan International Limited as Agent and Security Trustee (3), the banks and financial institutions whose respective names and addresses are set out in schedule 1 thereto as Banks (4), and The Chase Manhattan Bank and X.X. Xxxxxx Securities Ltd. as Underwriters (5). Terms defined in the Agreement shall have the same meaning in this Substitution Certificate.
Substitution Certificate. (a) If a Lender wishes to novate any of its rights and obligations under a Finance Document to a Substitute Lender, it must notify the Agent at least 5 Business Days before the substitution (or such shorter period as the Agent approves), of the following:
(1) the name of the Substitute Lender;
(2) the proportion of its Commitment and its Principal Outstanding to be assumed by the Substitute Lender; and
(3) the proposed date of the substitution.
(b) The Retiring Lender and the Substitute Lender must execute a substitution certificate in the form of Attachment 1 and deliver it to the Agent at least 2 Business Days before the substitution (or such shorter period as the Agent approves).
(c) When the Agent receives a substitution certificate under clause 19.3(b) it is authorised to, and must:
(1) execute it on behalf of all the parties to this agreement other than the Retiring Lender;
(2) notify each of the parties to this agreement of the substitution; and
(3) deliver copies of it to the Borrower, the Retiring Lender and the Substitute Lender.
Substitution Certificate. (a) If a Financier wishes to novate any of its rights and obligations under a Transaction Document to a Substitute Financier, it must notify the Agent at least 5 Business Days before the substitution (or such shorter period as the Agent approves), of the following:
(1) the name of the Substitute Financier;
(2) the proportion of its Commitment and its Principal Outstanding to be assumed by the Substitute Financier; and
(3) the proposed date of the substitution.
(b) The Retiring Financier and the Substitute Financier must execute a substitution certificate in the form of annexure B and deliver it to the Agent at least 2 Business Days before the substitution (or such shorter period as the Agent approves).
(c) When the Agent receives a substitution certificate under clause 17.3(b) it is authorised to, and must:
(1) execute it on behalf of all the parties to this agreement other than the Retiring Financier;
(2) notify each of the parties to this agreement of the substitution; and
(3) deliver copies of it to the Borrower, the Retiring Financier and the Substitute Financier.
(d) If any Call Options are to be transferred under this clause 17 the Retiring Financier must promptly return the Call Options Certificates held by it for relevant Call Options to the Parent and the Parent must issue to the Retiring Financier and the Substitute Financier Call Option Certificates for the balances of Call Options held by them following that transfer (with each Call Option Certificate to evidence not more than 500,000 Call Options).
Substitution Certificate. This Substitution Certificate relates to a Secured Credit Facilities Agreement (the "AGREEMENT") dated 10 August 1999 and amended and restated on [_] 2002 between among others, the Borrowers party thereto, X.X. Xxxxxx plc and Barclays Capital as Amendment Arrangers, X.X. Xxxxxx Europe Limited as Agent and Security Agent, the persons whose respective names and addresses are set out in schedule 1 thereto as Banks. Terms defined in the Agreement shall have the same meaning in this Substitution Certificate.
Substitution Certificate. This Substitution Certificate relates to a $758,105,296 Facility Agreement (the "Agreement"), dated [l], made among the Borrower, the guarantors listed in Schedule 1 (The original parties) Part B thereto as owners and upstream guarantors, Dorian LPG Ltd., as facility guarantor, ABN AMRO Capital USA LLC, Citibank N.A., London Branch, ING Bank N.V., London Branch and DVB Bank SE, as bookrunners, ABN AMRO Capital USA LLC, Citibank N.A., London Branch, ING Bank N.V., London Branch, DVB Bank SE and the Export-Import Bank of Korea, as mandated lead arrangers, the banks and financial institutions listed in Schedule 1 (The original parties) Part F thereto, as commercial lenders, the banks and financial institutions listed in Schedule 1 (The original parties) Part G thereto, as KEXIM lenders, the Export-Import Bank of Korea, as KEXIM, the banks and financial institutions listed in Schedule 1 (The original parties) Part I thereto, as K-sure lenders, the banks and financial institutions listed in Schedule 1 (The original parties) Part J thereto, as swap banks, ABN AMRO Capital USA LLC, as global coordinator, agent and security agent for and on behalf of the finance parties, Citibank N.A., London Branch or any of its holding companies, subsidiaries or affiliates, as ECA Coordinator, and Citibank N.A., London Branch as ECA agent.
Substitution Certificate. This Substitution Certificate relates to a Loan Agreement (as from time to time amended, varied, extended, restated or replaced (the "AGREEMENT") dated o 1998 between Telewest Communications Networks Limited as Borrower (1), the Subsidiaries of the Borrower whose respective names and registered numbers are set out in part A of Schedule 1 thereto, (2), the Associated Partnerships of the Borrower whose respective names and principal places of business are set out in part B of Schedule 1 thereto, (3), the Arrangers (4), the banks and financial institutions whose respective names and addresses are set out in Part D of Schedule 1 thereto as Banks (5), the Agent (6) and the Security Trustee (7). Terms defined in the Agreement shall have the same meaning in this Substitution Certificate.
