Common use of Transfer by novation Clause in Contracts

Transfer by novation. (a) On the Effective Date (whether or not a Default is continuing), the Exiting Bank shall transfer by novation all of its Commitment, rights and obligations under the Finance Documents to the New Bank, so that: (i) the Exiting Bank shall cease to be a Bank under the Restated Agreement and its Commitment shall be reduced to zero; (ii) the New Bank shall become a Bank under the Restated Agreement with a Commitment of A$16,000,000; and (iii) Schedule 1 (The Banks) of the Restated Agreement shall be amended by the deletion of “National Australia Bank Limited” and its replacement by “Citibank, N.A., Sydney Branch”. (b) The transfer by novation set out in Clause 3.1 (Transfer by novation) shall take effect on the Effective Date so that: (i) to the extent that in Clause 3.1 (Transfer by novation) the Exiting Bank seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, each of the Obligors and the Exiting Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors and the New Bank shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Bank have assumed and/or acquired the same in place of that Obligor and the Exiting Bank; (iii) the Agent, the Lead Arrangers, the New Bank and the Banks (other than the Exiting Bank) shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Bank been a Bank with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Lead Arrangers and the Banks (including the Exiting Bank) shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Bank shall become a party to the Restated Agreement as a “Bank”. (c) Any amounts payable to the Banks by the Obligors pursuant to any Finance Document on or before the Effective Date (including, without limitation, all interest, fees and commission payable on the Effective Date) in respect of any period ending on or prior to the Effective Date shall be for the account of the Banks (including, for the avoidance of doubt, the Exiting Bank), and the New Bank shall not have any interest in, or any rights in respect of, any such amount.

Transfer by novation. (a) On Subject to paragraph (b) below, on the Effective Syndication Date (whether or not a Default is continuing), the Exiting Bank ) each Existing Lender shall transfer by novation all or part of its Commitment, rights and obligations under the Finance Documents to the New BankDocuments, so that: (i) the Exiting Bank shall cease to be each New Lender will become a Bank Lender under the Restated Agreement and its Commitment shall be reduced to zero; (ii) the New Bank shall become a Bank under the Restated Amended Facility Agreement with a Commitment of A$16,000,000; and (iii) set out opposite its name in Schedule 1 2 (The Banks) of the Restated Agreement shall be amended by the deletion of “National Australia Bank Limited” and its replacement by “Citibank, N.A., Sydney Branch”. (b) The transfer by novation set out in Clause 3.1 (Transfer by novation) shall take effect on the Effective Date so that: (i) to the extent that in Clause 3.1 (Transfer by novation) the Exiting Bank seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, each of the Obligors and the Exiting Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”Lenders); (ii) each of Existing Lender's Commitment shall be reduced to the Obligors and the New Bank shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Bank have assumed and/or acquired the same respective amount set out opposite its name in place of that Obligor and the Exiting BankSchedule 2 (The Lenders); (iii) the Agent, the Lead Arrangers, the each New Bank and the Banks (other than the Exiting Bank) Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Bank been become a Bank with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Lead Arrangers and the Banks (including the Exiting Bank) shall each be released from further obligations to each other Lender under the Finance DocumentsAmended Facility Agreement with a participation in the Existing Loan equal to the Commitment set out opposite its name in Schedule 2 (The Lenders); and (iv) each Existing Lender's participation in the New Bank Existing Loan shall become a party be reduced to the Restated Agreement as amount set out opposite its name in Schedule 2 (The Lenders). (b) If a “Bank”New Lender (a "Defaulting New Lender") shall fail to comply with its payment obligations under Clause 4.6 ( Lenders' participations) (the amount due but not paid by such Defaulting New Lender being the "Defaulted Commitment"): (i) such New Lender shall not acquire the Commitment and those rights in respect of the Existing Loan pursuant to paragraph (a) above which correspond to the Defaulted Commitment; and (ii) each Existing Lender's Commitment set out opposite its name in Schedule 2 (The Lenders) and the amount referred to in paragraph (a)(iv) above shall be increased by its pro rata share in the Defaulted Commitment (determined by reference to the proportion borne by such Existing Lender's participation in the Existing Loan to the amount of the Existing Loan immediately prior to the transfer contemplated under paragraph (a) above). (c) Any amounts payable to the Banks by the Obligors pursuant to any Finance Document on or before the Effective Date (including, without limitation, all interest, fees and commission payable on the Effective Date) in respect of any period ending on or prior to the Effective Date shall be for the account of the Banks (including, for For the avoidance of doubt, the Exiting Bank), Borrower acknowledges and confirms that the New Bank shall not have any interest in, or any rights transfer contemplated in respect of, any such amountthis Clause is permitted by the Syndication Letter.

Transfer by novation. (a) 4.1 TRANSFER BY NOVATION On the Effective Date (whether or not a Default is continuing), the Exiting Bank ) each Existing Lender shall transfer by novation all or part of its Commitment, rights and obligations under the Finance Documents to the a New BankLender, so that: (ia) the Exiting Bank shall cease to be a Bank under the Restated Agreement and its Commitment shall be reduced to zero; (ii) the each New Bank shall Lender will become a Bank Lender under the Restated Agreement with a Facility A Commitment and Facility B Commitment as set out in the relevant columns opposite its name in Schedule 2 (The Lenders); (b) each Existing Lender's Facility A Commitment and Facility B Commitment shall be reduced to the respective amount set out in the relevant columns opposite its name in Schedule 2 (The Lenders); (c) each New Lender will become a Lender under the Restated Agreement with a participation in each Loan as notified to it by the Agent pursuant to paragraphs (a) and (d) of A$16,000,000Clause 4.6 (Lenders' participations); and (iiid) Schedule 1 each Existing Lender's participation in each Loan shall be as notified to it by the Agent pursuant to paragraphs (The Banksa) and (d) of the Restated Agreement shall be amended by the deletion of “National Australia Bank Limited” and its replacement by “Citibank, N.A., Sydney Branch”Clause 4.6 (Lenders' participations). (b) 4.2 PROCEDURE FOR TRANSFER BY NOVATION The transfer by novation set out in Clause 3.1 4.1 (Transfer by novationNovation) shall take effect on the Effective Date so that: (ia) to the extent that in Clause 3.1 4.1 (Transfer by novationNovation) the Exiting Bank each Existing Lender seeks to transfer by novation its rights, benefits rights and obligations under the Finance Documents, Documents each of the Obligors and the Exiting Bank each Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); (iib) each of the Obligors and the each New Bank Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the relevant New Bank Lender have assumed and/or acquired the same in place of that Obligor and the Exiting Bankthat Existing Lender; (iiic) the Agent, the Lead ArrangersArranger, the each New Bank Lender and the Banks (other than the Exiting Bank) Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Bank Lender been a Bank an Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Lead Arrangers Arranger and the Banks (including the Exiting Bank) relevant Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (ivd) the each New Bank Lender shall become a party to the Restated Agreement Party as a “Bank”."Lender"; and (ce) Any amounts payable to the Banks Issuing Bank and each New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by the Obligors pursuant to any Finance Document on or before the Effective Date (including, without limitation, all interest, fees and commission payable on the Effective Date) in respect of any period ending on or prior to the Effective Date shall be for the account it as a result of the Banks (including, for transfer by novation and to that extent the avoidance of doubt, the Exiting Bank), Issuing Bank and the New Bank relevant Existing Lender shall not have any interest in, or any rights in respect of, any such amounteach be released from further obligations to each other under the Finance Documents.

Transfer by novation. Subject to Clause 2 (a) On Conditions precedent), on the Effective Date (whether or not a Default is continuing), the Exiting Bank ) each Existing Lender shall transfer by novation (in the case of an Existing Lender which is not also a New Lender) all or (in the case of each Existing Lender which is also a New Lender) part of its Commitment, rights and obligations under the Finance Documents Original Facility Agreement to a New Lender, so that (without any further step being required): (a) each New Lender will become a Lender under the Amended Agreement with a Commitment as set out in the relevant columns opposite its name in Part II of Schedule 1 (The Original Parties) of the Amended Agreement. (b) each Existing Lender's Commitment shall be (in the case of each Existing Lender which is also a New Lender) amended to the respective amount set out in the relevant column opposite its name in Part II of Schedule 1 (The Original Parties) of the Amended Agreement or (in the case of an Existing Lender which is not also a New Bank, so that: (iLender) the Exiting Bank reduced to zero and that Existing Lender shall cease to be a Bank under the Restated Agreement and its Commitment shall be reduced to zeroLender; (iic) the each New Bank shall Lender will become a Bank Lender under the Restated Amended Agreement with a Commitment participation in each Loan as notified to it by the Agent pursuant to paragraphs (a) and (c) of A$16,000,000Clause 4.6 (Lenders' participations); and (iiid) Schedule 1 (The Banks) of the Restated Agreement each Existing Lender's participation in each Loan shall be amended as notified to it by the deletion of “National Australia Bank Limited” Agent pursuant to paragraphs (a) and its replacement by “Citibank, N.A., Sydney Branch”. (b) The transfer by novation set out in Clause 3.1 (Transfer by novation) shall take effect on the Effective Date so that: (i) to the extent that in Clause 3.1 (Transfer by novation) the Exiting Bank seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, each of the Obligors and the Exiting Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors and the New Bank shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Bank have assumed and/or acquired the same in place of that Obligor and the Exiting Bank; (iii) the Agent, the Lead Arrangers, the New Bank and the Banks (other than the Exiting Bank) shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Bank been a Bank with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Lead Arrangers and the Banks (including the Exiting Bank) shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Bank shall become a party to the Restated Agreement as a “Bank”. (c) Any amounts payable to the Banks by the Obligors pursuant to any Finance Document on or before the Effective Date of Clause 4.6 (including, without limitation, all interest, fees and commission payable on the Effective Date) in respect of any period ending on or prior to the Effective Date shall be for the account of the Banks (including, for the avoidance of doubt, the Exiting BankLenders' participations), and the New Bank shall not have any interest in, or any rights in respect of, any such amount.