Substitution Certificate Clause Samples
A Substitution Certificate clause establishes the process by which one party may substitute a new party in place of the original party to a contract or agreement. Typically, this involves the original party providing formal documentation—such as a certificate or notice—to confirm the substitution and ensure all parties are aware of the change. This clause is essential for maintaining continuity in contractual relationships when assignments or transfers occur, ensuring that rights and obligations are clearly transferred and recognized by all involved parties.
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. 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 Borrower, as applicable certifying, as of the Substitution Date, (v) as to the matters set forth in Section 3.2(b) and (c), (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. To: The Fuji Bank, Limited as Facility Agent under the Credit Agreement From: [THE EXISTING BANK] and [THE NEW BANK] Date: [ ] Dunlop Standard Aerospace Group Limited (pound)260,000,000 Term Loan Facilities and (pound)75,000,000 Capital Expenditure Facility and (pound)50,000,000 Revolving Credit Facility dated [ ], 1998 (the "Credit Agreement") 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 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 Priority 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.
6. The Existing Lender and the New Lender acknowledge and agree that Clauses 30.2(d), (e), (f) and (g) and 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. THE SCHEDULE Rights and obligations to be transferred and assigned [Details of the rights and obligations of the Existing Lender to be transferred and assigned.] [New Lender] [Facility Office Address for notices] [Existing Lender] [New Lender] By: By: Date: Date: THE FUJI BANK, LIMITED as Facility Agent under the Credit Agreement By: Date:
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, ▇.▇. ▇▇▇▇▇▇ plc and Barclays Capital as Amendment Arrangers, ▇.▇. ▇▇▇▇▇▇ 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 Credit Facility Agreement (the "Agreement") dated 27 December, 1995 between LSI Logic Japan Semiconductor, Inc. as Borrower (1), ABN AMRO Bank N.V. as Arranger (2), the banks and financial institutions whose respective names and addresses are set out in schedule 1 thereto as Banks (3) and ABN AMRO Bank N.V., Tokyo Branch as Agent (4) and the Guaranty as defined in the Agreement. Terms defined in the Agreement shall have the same meaning in this Substitution Certificate.
Substitution Certificate. (a) If a Financier wishes to novate any of its rights and obligations under a Mezzanine Finance Document, it must notify the Mezzanine Agent at least 5 Business Days before the substitution (or such shorter period as the Mezzanine Agent approves) of the following:
(1) the name of the Substitute Financier;
(2) the proportion of its Commitments 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 Mezzanine Agent at least 2 Business Days before the substitution (or such shorter period as the Mezzanine Agent approves).
(c) When the Mezzanine Agent receives a substitution certificate under clause 18.3(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.
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 [***] 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 and deliver it to the Agent at least [***] Business Days before the date of the proposed 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 Senior Finance Document, it must notify the Senior Agent at least 5 Business Days before the substitution (or such shorter period as the Senior Agent approves), of the following:
(1) the name of the Substitute Financier;
(2) the proportion of its Commitments and its Principal Outstanding to be assumed by the Substitute Financier; and
(3) the proposed date of the substitution; and must pay to the Senior Agent (for its own account) a fee of A$3,000 plus GST.
(b) The Retiring Financier and the Substitute Financier must execute a substitution certificate in the form of annexure B and deliver it to the Senior Agent at least 2 Business Days before the substitution (or such shorter period as the Senior Agent approves).
(c) When the Senior 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 Financier;
(2) notify each of the parties to this agreement of the substitution; and
(3) deliver copies of it to the Borrowers, the Retiring Financier and the Substitute Financier.
(d) If the Retiring Financier is the US LC Facility Provider and it wishes to novate any of its rights and obligations under Facility D and the US LC Facility Provider is liable under Letters of Credit which have not expired then:
(1) the retiring US LC Facility Provider must notify the LC Beneficiaries under those Letters of Credit of the proposed substitution and ask the LC Beneficiaries whether they will accept substitute Letters of Credit to replace the unexpired Letters of Credit;
(2) if an LC Beneficiary refuses, the retiring US LC Facility Provider and the substitute US LC Facility Provider must arrange between themselves (at no cost to the Transaction Parties) appropriate indemnification or other arrangements; and
(3) if the LC Beneficiaries of the Letters of Credit agree to accept substitute Letters of Credit, then at the time when the substitution is effected the US Borrower authorises and directs the new US LC Facility Provider to cancel the unexpired Letters of Credit and issue Letters of Credit to replace the unexpired Letters of Credit. The replacement Letters of Credit must be in form and substance identical to those unexpired Letters of Credit except:
(A) for the date of issue and the issue number; and
(B) the issuer.
Substitution Certificate. Any substitution of the Borrower shall be effected by:
(a) the Borrower delivering to the Agent a completed certificate substantially in the form of Schedule 3 (the “Substitution Certificate”) executed by the Borrower and the Substitute Borrower; and
(b) the Agent executing the Substitution Certificate as agent for itself and on behalf of the Finance Parties, provided that the failure of the Agent in executing the Substitution Certificate shall not affect the effectiveness of such substitution.