Common use of SUBSTITUTION CERTIFICATES Clause in Contracts

SUBSTITUTION CERTIFICATES. (a) If a Participant wishes to substitute a new bank or financial institution for all or part of its participation under this Agreement, it and the substitute shall in the Australian Capital Territory, the Northern Territory or outside Australia execute and deliver to the Agent four counterparts of a certificate substantially in the form of Annexure D. (b) On receipt of the certificate, if the Agent is satisfied that the substitution complies with Clause 31.2 (ASSIGNMENT BY PARTICIPANTS), it shall promptly: (i) notify the Borrower; ________________________________________________________________________________ (ii) countersign the counterparts on behalf of all other parties to this Agreement; (iii) enter the substitution in a register kept by it (which will be conclusive); and (iv) retain one counterpart and deliver the others to the retiring Participant, the substitute Participant and the Borrower. (c) When the certificate is countersigned by the Agent the retiring Participant will be relieved of its obligations to the extent specified in the certificate and the substitute Participant will be bound by the Transaction Documents as stated in the certificate. (d) Each other party to this Agreement irrevocably authorises the Agent to sign each certificate on its behalf. (e) Unless the Agent otherwise agrees, no substitution may be made while any Drawdown Notice or selection Notice is current.

SUBSTITUTION CERTIFICATES. (a) If a Participant Lender wishes to substitute a new bank or financial institution for all or part of its participation under this Agreement, it and the substitute shall in the Australian Capital Territory, the Northern Territory or outside Australia execute and deliver to the Agent four counterparts of a certificate substantially in the form of Annexure D.F. (b) On receipt of the certificate, if the Agent is satisfied that the substitution complies with Clause 31.2 (ASSIGNMENT BY PARTICIPANTS)34.2, it shall promptly: (i) notify the Borrower; ________________________________________________________________________________; (ii) countersign the counterparts on behalf of all other parties to this Agreement; (iii) enter the substitution in a register kept by it (which will be conclusive); and (iv) retain one counterpart and deliver the others to the retiring Participant, the substitute Participant and the Borrower. (c) When the certificate is countersigned by the Agent the retiring Participant Lender will be relieved of its obligations to the extent specified in the certificate and the substitute Participant Lender will be bound by the Transaction Documents as stated in the certificate. (d) Each other party to this Agreement irrevocably authorises the Agent to sign each certificate on its behalf. (e) Unless the Agent otherwise agrees, no substitution may be made while any Drawdown Notice or selection Selection Notice is current.