SUBSTITUTION CERTIFICATES Clause Samples

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 or the Working Capital Facility Provider wishes to substitute a new bank or financial institution for all or part of its participation under this Agreement, it and the substitute shall execute and deliver to the Agent 4 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 35.2, it shall promptly: (i) notify the Operator; (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 or the Working Capital Facility Provider, the substitute Participant or the Working Capital Facility Provider and the Operator. (c) When the certificate is countersigned by the Agent the retiring Participant or the Working Capital Facility Provider will be relieved of its obligations, 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. (f) The relevant Participant or the Working Capital Facility Provider, as applicable, must pay all costs of the substitution.

SUBSTITUTION CERTIFICATES. 63 34.4 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 34.5 No increased costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

SUBSTITUTION CERTIFICATES. (a) If a Participant (the TRANSFEROR) wishes to substitute a new bank or financial institution for all or part of its participation under this Agreement, it and the substitute must 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, it must promptly: (i) notify ▇▇▇▇▇▇'▇ Brewing Group; (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 Transferor Participant, the substitute Participant and ▇▇▇▇▇▇'▇ Brewing Group. (c) When the certificate is countersigned by the Agent, the Transferor will be relieved of its obligations to the extent specified in the certificate and the substitute Participant will be bound by this Agreement and the Trust Deed as stated in the certificate. BRIDGING FACILITY AGREEMENT ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Hedderwicks -------------------------------------------------------------------------------- (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. (f) Each Participant which has transferred or assigned any of its rights or obligations under this Agreement to a person who is not a Creditor must give ▇▇▇▇▇▇'▇ Brewing Group and the Trustee the notices referred to in Clause 7.2 of Trust Deed with respect to such assignment or transfer unless that person is already a Creditor and a copy of the applicable Creditor Accession Deed has been given to the Agent.

SUBSTITUTION CERTIFICATES. (a) Subject to Clause 29.10 if any Bank (the "Existing Bank") wishes to transfer all or any part of its rights, benefits and/or obligations under the Finance Documents to another bank (the "New Bank") then, as an alternative to Clause 29.3, provided that the New Bank is then a Recognised Bank and that if it is a bank having its principal place of business in the U.S. A. it is a bank as defined in section 3(a)(6) of the Securities ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ of the U.S.A., the Existing Bank may, with the consent of the Company (such consent not to be unreasonably withheld and not to be required for assignments or transfers from a Bank to another Bank or to an Affiliate of any Bank) effect a substitution in respect thereof involving the New Bank in respect of all of its rights, benefits and/or obligations by the delivery to the Facility Agent and acceptance by it of a duly completed certificate executed by the Existing Bank and the New Bank in substantially the form of Schedule D (a "Substitution Certificate"). (b) Upon delivery to the Facility Agent of any Substitution Certificate and acceptance of the same by the Facility Agent (which delivery and acceptance shall be evidenced exclusively and conclusively by the Agent's countersignature thereon pursuant to paragraph (d) below):- (i) the respective rights of the Existing Bank and the Obligors (or the relevant Obligors) against each other under the Finance Documents with respect to all or the relevant part of the Existing Bank's relevant Commitment and/or relevant Advances (all as specified in the schedule to such Substitution Certificate), shall be terminated and each shall be released from all further obligations to the other under the Finance Documents with respect to the same, (all such rights and obligations to be so terminated or released being referred to as "Discharged Rights and Obligations"); (ii) the relevant Obligors and the New Bank and (through the Facility Agent) the other parties to the Finance Documents shall each acquire rights against each other and assume obligations towards each other which differ from the Discharged Rights and Obligations only (subject as provided in Clause 29.7) insofar as the Obligors, the New Bank and such other parties have assumed and/or acquired the same in place of the Obligors, the Existing Bank and such other parties respectively; (iii) the Facility Agent, the Security Agent, the New Bank and the other Banks as well as the other parties to the Finance Documents shall acq...