Common use of Transfer by novation Clause in Contracts

Transfer by novation. On the Effective Date (and subject to and in accordance with (and in the order set out in) the Funds Flow Memorandum and conditional on the steps set out in the Funds Flow Memorandum occurring on the Effective Date in the order set out therein), each Transferor Lender shall transfer by novation all or part of its Commitment, its participation in any or all of the Loans, and corresponding rights and obligations under the Senior Facilities Agreement to each Transferee Lender, so that: (a) each Transferee Lender will become a Lender under the Amended Senior Facilities Agreement with (i) a Term Loan Facility Commitment as set out beside its name under the heading “Term Loan Facility Commitment” in Part I of Schedule 5 (Commitments and Loans) and (ii) a Revolving Credit Facility Commitment as set out beside its name under the heading “Revolving Credit Facility Commitment” in Part I of Schedule 5 (Commitments and Loans); (b) each Transferor Lender’s Term Loan Facility Commitment shall be reduced to the amount set out beside its name under the heading “Term Loan Facility Commitment” in Part I of Schedule 5 (Commitments and Loans), and each Transferor Lender’s Revolving Credit Facility Commitment shall be reduced to the amount set out beside its name under the heading “Revolving Credit Facility Commitment” in Part I of Schedule 5 (Commitments and Loans); (c) each Transferee Lender will become a Lender under the Amended Senior Facilities Agreement with (i) an aggregate participation in the Term Loan Facility Loans as set out beside its name under the heading “Term Loan Facility Loans” in Part II of Schedule 5 (Commitments and Loans) and (ii) an aggregate participation in the Revolving Credit Facility Loans as set out beside its name under the heading “Revolving Credit Facility Loans” in Part II of Schedule 5 (Commitments and Loans); and (d) each Transferor Lender’s aggregate participation in the Term Loan Facility Loans shall be reduced to the amount set out beside its name under the heading “Term Loan Facility Loans” in Part II of Schedule 5 (Commitments and Loans), and each Transferor Lender’s aggregate participation in the Revolving Credit Facility Loans shall be reduced to the amount set out beside its name under the heading “Revolving Credit Facility Loans” in Part II of Schedule 5 (Commitments and Loans).