Common use of Substitution of the Borrower Clause in Contracts

Substitution of the Borrower. Notwithstanding the provisions of Clause 14.3, Clause 14.3(a) shall not apply to any merger or consolidation by the Borrower with or into another Person (the “Substitute”) provided that: (a) the substitution results directly from the merger or consolidation by the Borrower with the Substitute as a result of which all or substantially all of the assets and undertaking of the Borrower are transferred to the Substitute; (b) immediately before and after giving effect to the substitution, no Default or Event of Default shall have occurred and be continuing; (c) such agreements are executed or such other forms of undertaking are given by the Substitute to the Issuer (and, following the execution of any other agreements entered into in connection with the agreed funding source, to the party designated by such agreements), in form and manner satisfactory to the Lender and such designated party, as the case may be, agreeing to be bound by the terms of this Agreement and any other document to which the Borrower is party in connection with this Agreement (and, following the execution of any other agreements entered into in connection with the agreed funding source, such other agreements) with any consequential or other amendments which may be appropriate as fully as if the Substitute had been named in this Agreement as the principal debtor in place of the Borrower; (d) arrangements are made to the satisfaction of the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, to the party designated by such agreements) for the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, the agreed funding source and the party designated by such agreements) to have or be able to have the same or equivalent rights against the Substitute as it has against the Borrower; (e) the Substitute shall have acquired the rights and assumed the obligations of the Borrower under or in connection with this Agreement (and, following the execution of any other agreements entered into in connection with the agreed funding source, such other agreements) and such amendments to this Agreement (and, following the execution of any other agreements entered into in connection with the agreed funding source, to such other agreements) and such other documents in connection therewith, as the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, to the party designated by such agreements) may reasonably require shall have been made; (f) the Borrower and the Substitute comply with such other reasonable requirements as the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, the party designated by such agreements) may direct in its interests; (g) the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, the party designated by such agreements) is satisfied that the Substitute has obtained all governmental and regulatory and internal corporate approvals and consents necessary for its assumption of the obligations and liabilities under the Loan Agreement (and, following the execution of any other agreements entered into in connection with the agreed funding source, such other agreements) and any other documents in connection therewith in place of the Borrower and such approvals and consents are at the time of substitution in full force and effect; and (h) the Borrower shall have delivered to the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, to the party designated by such agreements) an opinion of an independent lawyer or of Ernst & Young, KPMG, Deloitte or PricewaterhouseCoopers (or, in each case, any successor in business) to the effect that neither the Lender nor the agreed funding source will recognise income, gain or loss for tax purposes as a result of the substitution and the Lender and the agreed funding source will be subject to taxes on the same amount and in the same manner and at the same times as would have been the case if such substitution had not occurred.

Substitution of the Borrower. Notwithstanding the provisions of Clause 14.3, Clause 14.3(a) shall not apply to any merger or consolidation by the Borrower with or into another Person (the “Substitute”) provided that: (a) the substitution results directly from the merger or consolidation by the Borrower with the Substitute as a result of which all or substantially all of the assets and undertaking of the Borrower are transferred to the Substitute; (b) immediately before and after giving effect to the substitution, no Default or Event of Default shall have occurred and be continuing; (c) such agreements are executed or such other forms of undertaking are given by the Substitute to the Issuer Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, to the party designated by such agreements), in form and manner satisfactory to the Lender and such designated party, as the case may be, agreeing to be bound by the terms of this Agreement and any other document to which the Borrower is party in connection with this Agreement (and, following the execution of any other agreements entered into in connection with the agreed funding source, such other agreements) with any consequential or other amendments which may be appropriate as fully as if the Substitute had been named in this Agreement as the principal debtor in place of the Borrower; (d) arrangements are made to the satisfaction of the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, to the party designated by such agreements) for the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, the agreed funding source and the party designated by such agreements) to have or be able to have the same or equivalent rights against the Substitute as it has against the Borrower; (e) the Substitute shall have acquired the rights and assumed the obligations of the Borrower under or in connection with this Agreement and the Arrangement Fee Letter (and, following the execution of any other agreements entered into in connection with the agreed funding source, such other agreements) and such amendments to this Agreement (and, following the execution of any other agreements entered into in connection with the agreed funding source, to such other agreements) and such other documents in connection therewith, as the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, to the party designated by such agreements) may reasonably require shall have been made; (f) the Borrower and the Substitute comply with such other reasonable requirements as the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, the party designated by such agreements) may direct in its interests; (g) the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, the party designated by such agreements) is satisfied that the Substitute has obtained all governmental and regulatory and internal corporate approvals and consents necessary for its assumption of the obligations and liabilities under the Loan Agreement (and, following the execution of any other agreements entered into in connection with the agreed funding source, such other agreements) and any other documents in connection therewith in place of the Borrower and such approvals and consents are at the time of substitution in full force and effect; and (h) the Borrower shall have delivered to the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source, to the party designated by such agreements) an opinion of an independent lawyer or of Ernst & Young, KPMG, Deloitte or PricewaterhouseCoopers (or, in each case, any successor in business) to the effect that neither the Lender nor the agreed funding source will recognise income, gain or loss for tax purposes as a result of the substitution and the Lender and the agreed funding source will be subject to taxes on the same amount and in the same manner and at the same times as would have been the case if such substitution had not occurred.