Common use of SUBSTITUTION PROVISIONS Clause in Contracts

SUBSTITUTION PROVISIONS. 29.3.1 A Transferor may (subject to sub-clause 29. 2.1) transfer all or any of its rights and obligations under the Finance Documents to a Transferee by means of a novation effected by the Facility Agent executing a Substitution Certificate duly completed and signed on behalf of both the Transferee and the Transferor. 29.3.2 On the later of (a) the date specified in the Substitution Certificate as being the date on or as from which the substitution under this Clause 29.3 is to take effect and (b) the date on which the Facility Agent executes the Substitution Certificate, the following shall occur: (a) to the extent that in the Substitution Certificate the Transferor seeks to transfer its rights and obligations under the Finance Documents, each Obligor and the Transferor shall each be released from further obligations to the other parties under the Finance Documents (and the appropriate reduction will be made to the Commitment of the Transferor) and their respective rights against each other will be cancelled (such rights and obligations being referred to in this Clause 29.3 as "Discharged Rights and Obligations"); (b) each Obligor and the Transferee will each assume obligations towards each other and acquire rights against each other which differ from the Discharged Rights and Obligations only insofar as each Obligor and such Transferee have assumed and acquired the same in place of each Obligor and the Transferor; (c) each Obligor, the Transferee and the other Finance Parties will, acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the Transferee been an original party to this Agreement as a "Bank" and each other Finance Document to which the Transferor is a party as such, with the rights and obligations acquired or assumed by it as a result of the novation; and (d) on the date on which such transfer takes effect, the Transferee will pay to the Facility Agent for its own account a transfer fee of (Pounds)1,000. 29.3.3 Nothing in this Agreement or any other Finance Document will oblige a Transferor or cause a Transferor to be liable: (a) to accept a re-assignment or re-transfer from a Transferee of any of the rights or obligations assigned, transferred or novated pursuant to this Clause 29; or (b) to support any losses incurred by a Transferee by reason of the non- performance by any Obligor of its obligations under any of the Finance Documents. 29.3.4 Each of the parties to this Agreement (other than the Transferor and the Transferee) hereby irrevocably authorises the Facility Agent to execute on its behalf any Substitution Certificate which has been duly completed in accordance with this Clause 29.3 and executed on behalf of each of the Transferor and the Transferee and to execute on its behalf the Syndication Agreement. 29.3.5 The Facility Agent will promptly notify the other parties to this Agreement of the receipt and execution by it on their behalf of any Substitution Certificate.

SUBSTITUTION PROVISIONS. 29.3.1 (a) A Transferor may (subject to sub-clause 29. 2.1) transfer all or any of its rights and obligations under the Finance Documents including for the avoidance of doubt the InterCreditor Deed to a Transferee by means of a novation effected by the Facility Mezzanine Agent executing a Substitution Transfer Certificate duly completed and signed on behalf of both the Transferee and the Transferor. 29.3.2 (b) On the later of (a1) the date specified in the Substitution Transfer Certificate as being the date on or as from which the substitution under this Clause 29.3 28.3 is to take effect and (b2) the date on which the Facility Mezzanine Agent executes the Substitution CertificateTransfer Certificate (for itself, the other Mezzanine Finance Parties and each party to the Intercreditor Deeds), the following shall occur:occur:- (ai) to the extent that in the Substitution Transfer Certificate the Transferor seeks to transfer its rights and obligations under the Mezzanine Finance Documents, each Obligor the Borrower and the Transferor shall each be released from further obligations to the each other parties under the Mezzanine Finance Documents (and the appropriate reduction will be made to the Commitment of the Transferor) and their respective rights against each other will be cancelled (such rights and obligations being referred to in this Clause 29.3 28.3 as "Discharged Rights and ObligationsDISCHARGED RIGHTS AND OBLIGATIONS"); (bii) each Obligor the Borrower and the Transferee will each assume obligations towards each other and acquire rights against each other which differ from the Discharged Rights and Obligations only insofar as each Obligor the Borrower and such Transferee have assumed and acquired the same in place of each Obligor the Borrower and the Transferor; (ciii) each Obligorthe Mezzanine Agent, the Transferee Mezzanine Security Trustee, the Borrower, the Transferee, the other Mezzanine Lenders and the other Finance Parties will, parties to the Intercreditor Deed will acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the Transferee been an original party to this Agreement and the Intercreditor Deed as a "BankMezzanine Lender" and each other Mezzanine Finance Document Documents to which the Transferor is a party as such, with the rights and obligations acquired or assumed by it as a result of the novation; (iv) a proportion of the Transferor's rights and/or obligations under the other Mezzanine Finance Documents equal to the proportion of the Transferor's rights and/or obligations under the Agreement being transferred, shall automatically be transferred to the Transferee; and (dv) on the date on which such transfer takes effect, the Transferee will pay to the Facility Mezzanine Agent for its own account a transfer fee of (Pounds)1,000L.500. 29.3.3 (c) Nothing in this Agreement or any other Mezzanine Finance Document will oblige a Transferor or cause a Transferor to be liable:liable:- (ai) to accept a re-assignment or re-transfer from a Transferee of any of the rights or obligations assigned, transferred or novated pursuant to this Clause 2928; or (bii) to support any losses incurred by a Transferee by reason of the non- non-performance by any Obligor the Borrower of its obligations under any of the Mezzanine Finance Documents. 29.3.4 (d) Each of the parties Parties to this Agreement (other than the Transferor and the Transferee) hereby irrevocably authorises the Facility Mezzanine Agent to execute on its behalf any Substitution Transfer Certificate which has been duly completed in accordance with this Clause 29.3 28.3 and executed on behalf of each of the Transferor and the Transferee and to execute on its behalf the Syndication AgreementTransferee. 29.3.5 (e) The Facility Mezzanine Agent will promptly notify the other parties to this Agreement and the other Mezzanine Finance Documents of the receipt and execution by it on their behalf of any Substitution Transfer Certificate.

SUBSTITUTION PROVISIONS. 29.3.1 25.3.1 A Transferor may (subject transfer, upon notice being given by the Agent to sub-clause 29. 2.1) transfer the other parties hereto as provided below, all or any of its rights and obligations under the Finance Documents to a Transferee by means of a novation effected by the Facility Agent executing a Substitution Transfer Certificate which has been duly completed and signed on behalf of both the Transferee and the Transferor. For the avoidance of doubt, the Agent shall not be obliged to execute a Transfer Certificate unless the identity of the Transferee named therein is satisfactory to the Agent, and nothing in this Clause 25.3.1 shall be deemed to authorise the Agent to sign a Transfer Certificate which has not been signed on behalf of a Transferee and Transferor. 29.3.2 25.3.2 On the later of (ai) the date specified in the Substitution Transfer Certificate as being the date on or as from which the substitution under this Clause 29.3 25.3 is to take effect and (bii) the date on which the Facility Agent executes the Substitution Transfer Certificate, the following shall occur:occur:- (a) to the extent that in the Substitution Transfer Certificate the Transferor seeks to transfer its rights and obligations under the Finance Documents, each Obligor the members of the ChiRex Group and the Transferor shall each be released from further obligations to the each other parties under the Finance Documents (and the appropriate reduction will shall be made to the Commitment of the Transferor) and their respective rights against each other will shall be cancelled (such rights and obligations being beings referred to in this Clause 29.3 25.3.2 as "Discharged Rights and Obligations"); (b) each Obligor the members of the ChiRex Group and the Transferee will shall each assume obligations towards each other and acquire rights against each other which differ from the Discharged Rights and Obligations only insofar in so far as each Obligor the members of the ChiRex Group and such Transferee have assumed and acquired the same in 125 Executed Copy 127 place of each Obligor the members of the ChiRex Group and the Transferor; (c) each Obligorthe Agent, the Security Agent, the Joint Arrangers, the Transferee and the other Finance Parties will, Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the Transferee been an original party to this Agreement hereto as a "Bank" and each other Finance Document to which the Transferor is a party as such, Lender with the rights and obligations acquired or assumed by it as a result of the novation; and (d) on the date on upon which such transfer takes effect, the Transferee will shall pay to the Facility Agent for its own account a transfer fee of (Pounds)1,000GBP 500, except that no fee shall be payable in respect of a transfer which occurs not later than six months after the Initial Drawdown Date. 29.3.3 25.3.3 Nothing in this Agreement or any other Finance Document will shall oblige a Transferor or cause a Transferor to be liable:liable:- (a) to accept a re-assignment or re-transfer from a Transferee of any of the rights or obligations assigned, transferred or novated pursuant to this Clause 2925; or (b) to support any losses incurred by a Transferee by reason of the non- non-performance by any Obligor member of its the ChiRex Group of their obligations under any of the Finance Documents. 29.3.4 25.3.4 Each of the parties to this Agreement hereto (other than the Transferor and the Transferee) hereby irrevocably authorises the Facility Agent to execute on its behalf any Substitution Transfer Certificate which has been duly completed in accordance with this Clause 29.3 25.3 and executed on behalf of each of the Transferor and the Transferee and to execute on its behalf the Syndication AgreementTransferee. 29.3.5 25.3.5 The Facility Agent will shall promptly notify the other parties to this Agreement hereto of the receipt and execution by it on their behalf of any Substitution CertificateTransfer Certificate and shall supply a copy of the Transfer Certificate to the Borrower.

SUBSTITUTION PROVISIONS. 29.3.1 25.3.1 A Transferor may (subject transfer, upon notice being given by the Agent to sub-clause 29. 2.1) transfer the other parties hereto as provided below, all or any of its rights and obligations under the Finance Documents to a Transferee by means of a novation effected by the Facility Agent executing a Substitution Transfer Certificate which has been duly completed and signed on behalf of both the Transferee and the Transferor. For the avoidance of doubt, the Agent shall not be obliged to execute a Transfer Certificate unless the identity of the Transferee named therein is satisfactory to the Agent, and nothing in this Clause 25.3.1 shall be deemed to authorise the Agent to sign a Transfer Certificate which has not been signed on behalf of a Transferee and Transferor. 29.3.2 25.3.2 On the later of (ai) the date specified in the Substitution Transfer Certificate as being the date on or as from which the substitution under this Clause 29.3 25.3 is to take effect and (bii) the date on which the Facility Agent executes the Substitution Transfer Certificate, the following shall occur: (a) to the extent that in the Substitution Transfer Certificate the Transferor seeks to transfer its rights and obligations under the Finance Documents, each Obligor the members of the ChiRex Group and the Transferor shall each be released from further obligations to the each other parties under the Finance Documents (and the appropriate reduction will shall be made to the Commitment of the Transferor) and their respective rights against each other will shall be cancelled (such rights and obligations being beings referred to in this Clause 29.3 25.3.2 as "Discharged Rights and Obligations"); (b) each Obligor the members of the ChiRex Group and the Transferee will shall each assume obligations towards each other and acquire rights against each other which differ from the Discharged Rights and Obligations only insofar in so far as each Obligor the members of the ChiRex Group and such Transferee have assumed and acquired the same in place of each Obligor the members of the ChiRex Group and the Transferor; (c) each Obligorthe Agent, the Security Agent, the Arranger, the Transferee and the other Finance Parties will, Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the Transferee been an original party to this Agreement hereto as a "Bank" and each other Finance Document to which the Transferor is a party as such, Lender with the rights and obligations acquired or assumed by it as a result of the novation; and (d) on the date on upon which such transfer takes effect, the Transferee will shall pay to the Facility Agent for its own account a transfer fee of (Pounds)1,000GBP 500, except that no fee shall be payable in respect of a transfer which occurs not later than six months after the Initial Drawdown Date. 29.3.3 25.3.3 Nothing in this Agreement or any other Finance Document will shall oblige a Transferor or cause a Transferor to be liable: (a) to accept a re-assignment or re-transfer from a Transferee of any of the rights or obligations assigned, transferred or novated pursuant to this Clause 2925; or (b) to support any losses incurred by a Transferee by reason of the non- performance by any Obligor member of its the ChiRex Group of their obligations under any of the Finance Documents. 29.3.4 25.3.4 Each of the parties to this Agreement hereto (other than the Transferor and the Transferee) hereby irrevocably authorises the Facility Agent to execute on its behalf any Substitution Transfer Certificate which has been duly completed in accordance with this Clause 29.3 25.3 and executed on behalf of each of the Transferor and the Transferee and to execute on its behalf the Syndication AgreementTransferee. 29.3.5 25.3.5 The Facility Agent will shall promptly notify the other parties to this Agreement hereto of the receipt and execution by it on their behalf of any Substitution CertificateTransfer Certificate and shall supply a copy of the Transfer Certificate to the Borrower.