Common use of Transfer, Release, Discharge and Undertakings Clause in Contracts

Transfer, Release, Discharge and Undertakings. With effect from and including the Novation Date and in consideration of the mutual representations, warranties and covenants contained in this Novation Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties): (a) the Remaining Party and the Transferor are each released and discharged from further obligations to each other with respect to the Original Agreement and their respective rights against each other thereunder are cancelled, provided that such release and discharge shall not affect any rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the Novation Date, and all such payments and obligations shall be paid or performed by the Remaining Party or the Transferor in accordance with the terms of the Original Agreement; and (b) in respect of the New Agreement, the Remaining Party and the Transferee each undertake liabilities and obligations towards the other and acquire rights against each other identical in their terms to the Original Agreement (and, for the avoidance of doubt, as if the Transferee were the Transferor and with the Remaining Party remaining the Remaining Party, save for any rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the Novation Date).

Transfer, Release, Discharge and Undertakings. With effect from and including the Novation Date and in consideration of the mutual representations, warranties and covenants contained in this Novation Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties): (a) the Remaining Party Party, the Manager and the Transferor are each released and discharged from further obligations to each other with respect to the Original Old Transaction and the Old Agreement and their respective rights against each other thereunder are cancelled, provided that such release and discharge shall not affect any rights, liabilities or obligations of the Remaining Party Party, the Manager or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the Novation Date, and all such payments and obligations shall be paid or performed by the Remaining Party Party, the Manager or the Transferor in accordance with the terms of the Original Old Transaction and the Old Agreement; and (b) in respect of the New Transaction and the New Agreement, the Remaining Party Party, the Manager and the Transferee each undertake undertakes liabilities and obligations towards the other and acquire acquires rights against each other identical in their terms to the Original Old Transaction and the Old Agreement (and, for the avoidance of doubt, as if the Transferee were the Transferor and with the Remaining Party remaining the Remaining PartyParty and the Manager remaining the Manager, save for any rights, liabilities or obligations of the Remaining Party Party, the Manager, or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the Novation Date.).

Transfer, Release, Discharge and Undertakings. With effect from and including the Novation Date and in consideration of the mutual representations, warranties and covenants contained in this Novation Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties): (a) the Remaining Party and the Transferor are each released and discharged from further obligations to each other with respect to the Original Agreement Old Transaction and their respective rights against each other thereunder are cancelled, provided that such release and discharge shall not affect any rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the Novation Date, and all such payments and obligations shall be paid or performed by the Remaining Party or the Transferor in accordance with the terms of the Original Agreement; andOld Transaction; (b) in respect of the New AgreementTransaction, the Remaining Party and the Transferee each undertake liabilities and obligations towards the other and acquire rights against each other identical in their terms to the Original Agreement corresponding Old Transaction (and, for the avoidance of doubt, as if the Transferee were the Transferor and with the Remaining Party remaining the Remaining Party, save for any rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the Novation Date); and (c) the New Transaction shall be governed by and form part of a 1992 ISDA Master Agreement between the Remaining Party and Transferee dated as of June 30, 2006 (the “New Agreement”); each relevant Old Confirmation shall be modified to be consistent with this Novation Agreement and shall be deemed to be a Transaction between the Remaining Party and the Transferee.

Transfer, Release, Discharge and Undertakings. With effect from and including the Novation Date and in consideration of the mutual representations, warranties and covenants contained in this Novation Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties): (a) the Remaining Party and the Transferor are each released and discharged from further obligations to each other with respect to the Original Agreement Old Transaction and their respective rights against each other thereunder are cancelled, provided that such release and discharge shall not affect any rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the Novation Date, and all such payments and obligations shall be paid or performed by the Remaining Party or the Transferor in accordance with the terms of the Original Agreement; andOld Transaction; (b) in respect of the New AgreementTransaction, the Remaining Party and the Transferee each undertake liabilities and obligations towards the other and acquire rights against each other identical on the terms set out in their terms to the Original Agreement (and, for the avoidance of doubt, as if the Transferee were the Transferor and with the Remaining Party remaining the Remaining PartyNew Confirmation, save for any rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the Novation Date; and (c) the New Transaction shall be governed by and form part of the New Agreement and shall be evidenced by the New Confirmation (which, in conjunction with and as deemed modified to be consistent with this Novation Agreement, shall be deemed to be a Confirmation between the Remaining Party and the Transferee under the New Agreement).