Common use of Substitution Certificate Clause in Contracts

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 Certificate executed under this clause shall be automatically effective only if and to the extent that the Substitute shall have a credit rating issued by Standard & Poors Corporation of at least A (the "Minimum Rating"). If any Substitute does not have the Minimum Rating as at the time of the transfer, then the Substitution Certificate shall not take effect until such time as the Substitute has lodged with the Security Agent such amount of cash by way of cash cover as would represent the amount required to be paid by that Substitute to the Issuing Bank, if the Issuing Bank were to call on the Bank's indemnity in respect of Letters of Credit contained in clause 4.7. Should the Issuing Bank issue any further Letters of Credit, such Substitute shall lodge such further cash cover as shall equal the contribution which it could be required to make to the Banks' indemnity in respect of such additional Letters of Credit.

Substitution Certificate. (a) Subject to clause 16.5 16.6 (b)Reliance on Substitution Certificate) , if a duly completed Substitution Certificate duly executed by the Existing Bank and the Substitute is delivered to and counter-signed countersigned 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 OBLIGATIONSdischarged 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 RIGHTSdischarged rights") (except with respect to antecedent breaches) 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(pound)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 Certificate executed under this clause shall be automatically effective only if and to the extent that the Substitute shall have a credit rating issued by Standard & Poors Corporation of at least A (the "Minimum Rating"). If any Substitute does not have the Minimum Rating as at the time of the transfer, then the Substitution Certificate shall not take effect until such time as the Substitute has lodged with the Security Agent such amount of cash by way of cash cover as would represent the amount required to be paid by that Substitute to the Issuing Bank, if the Issuing Bank were to call on the Bank's indemnity in respect of Letters of Credit contained in clause 4.7. Should the Issuing Bank issue any further Letters of Credit, such Substitute shall lodge such further cash cover as shall equal the contribution which it could be required to make to the Banks' indemnity in respect of such additional Letters of Credit.

Substitution Certificate. (a) Subject to clause 16.5 (b16.5(b), if a duly completed Substitution Certificate duly executed by the Existing Bank and the Substitute is delivered five Banking Days before the proposed Effective Date (unless the Facility Agent otherwise agrees) to and counter-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 defined 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 OBLIGATIONSdischarged 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 RIGHTSdischarged 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(pound)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 Certificate executed under this clause 16.5 shall be automatically effective only if and to the extent that the Substitute shall have a credit rating issued by Standard & Poors Corporation of at least A (the "Minimum Rating"). If any Substitute does not have the Minimum Rating as at the time of the transfer, then the Substitution Certificate shall not take effect until such time as the Substitute has lodged with the Security Agent Issuing Bank such amount of cash by way of cash cover as would represent the amount required to be paid by that Substitute to the Issuing Bank, if the Issuing Bank were to call on the Bank's indemnity in respect of Letters of Credit contained in clause 4.74.6. Should the Issuing Bank issue any further Letters of Credit, such Substitute shall lodge such further cash cover as shall equal the contribution which it could be required to make to the Banks' indemnity in respect of such additional Letters of Credit. Cash cover lodged under this clause 16.5(b) or clause 4.6(d) shall be placed by the Issuing Bank in a deposit account (subject to such security arrangements as the Issuing Bank may specify) and interest (at a rate determined by the Issuing Bank from time to time) shall be for the account of and paid to such Substitute or Bank required to lodge such cash cover.

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 five Banking Days before the proposed Effective Date (unless the Facility Agent otherwise agrees) 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 OBLIGATIONSdischarged 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 RIGHTSdischarged 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(pound)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 Certificate executed under this clause shall be automatically effective only if and to the extent that the Substitute shall have a credit rating issued by Standard & Poors Corporation of at least A (the "Minimum Rating"). If any Substitute does not have the Minimum Rating as at the time of the transfer, then the Substitution Certificate shall not take effect until such time as the Substitute has lodged with the Security Agent such amount of cash by way of cash cover as would represent the amount required to be paid by that Substitute to the Issuing Bank, if the Issuing Bank were to call on the Bank's indemnity in respect of Letters of Credit contained in clause 4.7. Should the Issuing Bank issue any further Letters of Credit, such Substitute shall lodge such further cash cover as shall equal the contribution which it could be required to make to the Banks' indemnity in respect of such additional Letters of Credit.