TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 32.3 (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 32.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 32.5 as "DISCHARGED RIGHTS AND OBLIGATIONS"); 32.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank; 32.5.3 the Agent, the Arranger, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 32.5.4 such Transferee shall become a party hereto as a "Bank".
Appears in 2 contracts
Sources: Senior Term Facility Agreement (United Surgical Partners International Inc), Senior Term Facility Agreement (United Surgical Partners International Inc)
TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in Clause 32.3 35.3 (ASSIGNMENTS AND TRANSFERS BY BANKSAssignments and Transfers by Banks), then such transfer may be effected by the delivery to and signature by the Facility Agent on behalf of the Obligors (and each of the Obligors hereby irrevocably appoints the Facility Agent as its agent for the purposes of such delivery and signature of any Transfer Certificate) of a duly completed and duly executed Transfer Certificate executed by such Bank and the relevant Transferee in which eventevent it is hereby irrevocably agreed by each of the Obligors in advance that, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day business day after (or such earlier Business Day business day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to and signature by the Agent:Facility Agent on behalf of the Obligors (which signature the Facility Agent agrees to complete promptly upon receipt of the relevant Transfer Certificate in accordance with this Clause 35):
32.5.1 (a) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, hereunder each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents hereunder and their respective rights against one another shall be cancelled (such rights rights, benefits and obligations being referred to in this Clause 32.5 35.5 as "DISCHARGED RIGHTS AND OBLIGATIONSdischarged rights and obligations");
32.5.2 (b) each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank;
32.5.3 (c) the AgentAgents, the ArrangerArrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; andtransfer;
32.5.4 (d) such Transferee shall become a party hereto as a "Bank"" and will also be deemed to have appointed the Agents as its Agent in accordance with the terms of this Agreement; and
(e) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its Commitment, the Transferee shall replace such Bank in respect of any relevant Letter of Credit. Receipt of a Transfer Certificate by the Facility Agent shall also constitute notice to the Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the Facility Agent to receive each such notice on its behalf and irrevocably agrees that each such notice to be given to such party may be given to the Facility Agent as representative of such party.
Appears in 2 contracts
Sources: Multicurrency Revolving Credit Agreement (Royal Ahold), Multicurrency Revolving Credit Agreement (Royal Ahold)
TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 32.3 35.3 (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected by the delivery to the Facility Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee Transferee, to be countersigned by the Facility Agent in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Facility Agent:
32.5.1 35.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation transfer and assumption its rights, benefits and obligations under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 32.5 35.5 as "DISCHARGED RIGHTS AND OBLIGATIONS");
32.5.2 35.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank;
32.5.3 35.5.3 the Facility Agent, the Security Agent, the Arranger, such Transferee Transferee, the Fronting Bank and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger Security Agent, the Arranger, the Fronting Bank and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and
32.5.4 35.5.4 such Transferee shall become a party hereto as a "Bank". For the avoidance of doubt any transfer of any Bank's rights and/or benefits under the Finance Documents (together with or as the case may be independent of any transfer of any obligations) is effected by way of assignment (ABTRETUNG) in accordance with sections 389 and subsequent of the German Civil Code (BGB) and not by way of novation.
Appears in 1 contract
Sources: Fourth Amendment Agreement (Sanitec International Sa)
TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in Clause 32.3 24.3 (ASSIGNMENTS AND TRANSFERS BY BANKSAssignments and Transfers by Banks), then such transfer may be effected by the delivery to and signature by the Facility Agent on behalf of the Obligors (and each of the Obligors hereby irrevocably appoints the Facility Agent as its agent for the purposes of such delivery and signature of any Transfer Certificate) of a duly completed and duly executed Transfer Certificate executed by such Bank and the relevant Transferee in which eventevent it is hereby irrevocably agreed by each of the Obligors in advance that, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day business day after (or such earlier Business Day business day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to and signature by the Agent:Facility Agent on behalf of the Obligors (which signature the Facility Agent agrees to complete promptly upon receipt of the relevant Transfer Certificate in accordance with this Clause 24):
32.5.1 (a) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, hereunder each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents hereunder and their respective rights against one another shall be cancelled (such rights rights, benefits and obligations being referred to in this Clause 32.5 24.5 as "DISCHARGED RIGHTS AND OBLIGATIONSdischarged rights and obligations");
32.5.2 (b) each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank;
32.5.3 (c) the Facility Agent, the ArrangerArrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documentstransfer; and
32.5.4 (d) such Transferee shall become a party hereto as a "Bank"" and will also be deemed to have appointed the Facility Agent as its agent in accordance with the terms of this Agreement. Receipt of a Transfer Certificate by the Facility Agent shall also constitute notice to the Obligors as required by Dutch law and each party hereto hereby irrevocably authorises and instructs the Facility Agent to receive each such notice on its behalf and irrevocably agrees that each such notice to be given to such party may be given to the Facility Agent as representative of such party.
Appears in 1 contract
Sources: Multicurrency Stand by Bridge Revolving Credit Agreement (Royal Ahold)
TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 32.3 (ASSIGNMENTS AND TRANSFERS BY BANKSAssignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent:
32.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 32.5 (Transfers by Banks) as "DISCHARGED RIGHTS AND OBLIGATIONS");
32.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as each such Obligor and such Transferee have assumed and/or acquired the same in place of each such Obligor and such Bank;
32.5.3 the Agent, the Security Agent, the Underwriters, the Arranger, such Transferee and Transferee, the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Security Agent, the Underwriters, the Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and
32.5.4 such Transferee shall become a party hereto as a "Bank".
Appears in 1 contract
Sources: Mezzanine Credit Agreement (Transworld Healthcare Inc)
TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in (and only in accordance with) Clause 32.3 26.3 (ASSIGNMENTS AND TRANSFERS BY BANKS), Assignments and Transfers by Banks) then such transfer may be effected by the delivery to the 80 Agent of a duly completed and duly executed Bank Transfer Certificate executed by such Bank and (or other document having substantially the relevant Transferee same effect) in which event, on the later of the Bank Transfer Date specified in such Bank Transfer Certificate or other document and the fifth Business Day business day after (or such earlier Business Day business day endorsed by the Agent on such Bank Transfer Certificate or other document falling on or after) the date of delivery of such Bank Transfer Certificate or other document to the Agent:
32.5.1 26.5.1 to the extent that in such Transfer Certificate or other document the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documentshereunder, each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents hereunder and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 32.5 26.5 as "DISCHARGED RIGHTS AND OBLIGATIONS");
32.5.2 26.5.2 each of the Obligors and the Transferee Bank party thereto or to such other document shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee Bank have assumed and/or acquired the same in place of such Obligor and such Bank;
32.5.3 26.5.3 the Agent, the Arranger, such Transferee Bank and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee Bank been an original party to the Finance Documents hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documentstransfer; and
32.5.4 26.5.4 such Transferee Bank shall become a party hereto as a "Bank".
Appears in 1 contract
TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in (and only in accordance with) Clause 32.3 26.3 (ASSIGNMENTS AND TRANSFERS BY BANKS), ) then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Bank Transfer Certificate executed by such Bank and (or other document having substantially the relevant Transferee same effect) in which event, on the later of the Bank Transfer Date specified in such Bank Transfer Certificate or other document and the fifth Business Day business day after (or such earlier Business Day business day endorsed by the Agent on such Bank Transfer Certificate or other document falling on or after) the date of delivery of such Bank Transfer Certificate or other document to the Agent:
32.5.1 (a) to the extent that in such Transfer Certificate or other document the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documentshereunder, each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents hereunder and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 32.5 26.5 as "DISCHARGED RIGHTS AND OBLIGATIONS");
32.5.2 (b) each of the Obligors and the Transferee Bank party thereto or to such other document shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee Bank have assumed and/or acquired the same in place of such Obligor and such Bank;
32.5.3 (c) the Agent, the ArrangerArrangers, such Transferee Bank and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee Bank been an original party to the Finance Documents hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documentstransfer; and
32.5.4 (d) such Transferee Bank shall become a party hereto as a "Bank".
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Niner Acquistion Inc)
TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Facility Documents as contemplated in Clause 32.3 34.1 (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected by the delivery to the Agent of a duly - 71 - completed and duly executed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent:
32.5.1 34.3.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and rights under the Facility Documents to the Transferee they shall be so assigned;
34.3.2 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its obligations under or in respect of the Finance Facility Documents, each of the Obligors Obligor and such Bank shall be released from further obligations towards one another to each other under or in respect of the Finance Facility Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 32.5 34 as "DISCHARGED RIGHTS AND OBLIGATIONSdischarged obligations");
32.5.2 34.3.3 each of the Obligors Obligors, and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor the Obligors and such Transferee have assumed and/or acquired the same in place of such Obligor the Obligors, and such Bank;; and
32.5.3 the Agent, the Arranger, 34.3.4 such Transferee and the other Banks Finance Parties shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to any of the Finance Facility Documents as a Bank or as a beneficiary thereof with the rights, benefits rights assigned to it and/or obligations acquired or assumed by it as a result of such assignment and transfer and to that extent including, by the Agentexecution of such Transfer Certificate, the Arranger Security Trust Agreement and the relevant Bank shall each be released from further obligations to each other under the Finance Second Security Documents; and
32.5.4 such Transferee shall become a party hereto as a "Bank".
Appears in 1 contract
TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 32.3 34.3 (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected by the delivery to the Facility Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Facility Agent:
32.5.1 34.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 32.5 34.5 as "DISCHARGED RIGHTS AND OBLIGATIONS");
32.5.2 34.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank;
32.5.3 34.5.3 the Facility Agent, the ArrangerArrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and
32.5.4 34.5.4 such Transferee shall become a party hereto as a "Bank".
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Koninklijke Numico Nv)
TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in Clause 32.3 35.3 (ASSIGNMENTS AND TRANSFERS BY BANKSAssignments and Transfers by Banks), then such transfer may be effected by the delivery to and signature by the Facility Agent on behalf of the Obligors (and each of the Obligors hereby irrevocably appoints the Facility Agent as its agent for the purposes of such delivery and signature of any Transfer Certificate) of a duly completed and duly executed Transfer Certificate executed by such Bank and the relevant Transferee in which eventevent it is hereby irrevocably agreed by each of the Obligors in advance that, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day business day after (or such earlier Business Day business day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to and signature by the Agent:Facility Agent on behalf of the Obligors (which signature the Facility Agent agrees to complete promptly upon receipt of the relevant Transfer Certificate in accordance with this Clause 35):
32.5.1 (a) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, hereunder each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents hereunder and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 32.5 as "DISCHARGED RIGHTS AND OBLIGATIONS");
32.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank;
32.5.3 the Agent, the Arranger, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and
32.5.4 such Transferee shall become a party hereto as a "Bank".
Appears in 1 contract
Sources: Multicurrency Revolving Credit Agreement (Royal Ahold)
TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents hereunder as contemplated in Clause 32.3 (ASSIGNMENTS AND TRANSFERS BY BANKSAssignments and Transfers by Banks), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent:
32.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documentshereunder, each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents hereunder and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 32.5 as "DISCHARGED RIGHTS AND OBLIGATIONS");
32.5.2 each of the Obligors and the Transferee party thereto shall assume obligations 76 80 towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank;
32.5.3 the Agent, the ArrangerArrangers, such Transferee Transferee, the L/C Issuing Bank and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arranger Arrangers, the L/C Issuing Bank and the relevant Bank shall each be released from further obligations to each other under the Finance Documentshereunder; and
32.5.4 such Transferee shall become a party hereto as a "Bank".
Appears in 1 contract
Sources: Multicurrency Revolving Credit Facility Agreement (Prologis Trust)
TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 32.3 29.3 (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected by the delivery to the Facility Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Facility Agent:
32.5.1 29.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 32.5 28.5 as "DISCHARGED RIGHTS AND OBLIGATIONS");
32.5.2 29.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank;
32.5.3 29.5.3 the Facility Agent, the ArrangerArrangers, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents hereto as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger Arrangers and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and
32.5.4 29.5.4 such Transferee shall become a party hereto as a "Bank".
Appears in 1 contract