Page 105 - Brook-Hollow Due Diligence Package

4. Notices. Any notice or communication under or in connection with this Substitution Agreement shall be in 5.8 Each party shall bear its own legal and professional adviser’s costs and expenses incurred in connection with
writing and may be hand delivered or sent by registered post or registered mail or be sent by fax, with the original of the negotiation and entering into of this Substitution Agreement.
the fax being hand delivered or posted by registered post or registered mail:
5.9 No variation of this Substitution Agreement shall be effective unless it is made in writing and signed by each of
4.1 in the case of notice to KACL to the address set out above or to such address as notified by KACL to the other the parties.
parties from time to time, marked for the attention of the Company Secretary;
5.10 Each party undertakes to the other party, that it is duly authorized to execute and deliver this Substitution
4.2 in the case of a notice to the Payee to the address set out above or to such address as notified by the Payee to Agreement, to perform its obligations hereunder, to grant any release which it grants herein and that all necessary
the other parties from time to time, marked for the attention of the Managing Partner; action to authorise the same (including any necessary governmental authorizations) have been taken and obtained as
the case may be.
4.3 in the case of a notice to the Asset Custodian to the address set out above or to such address as notified by the
Asset Custodian to the other parties from time to time, marked for the attention of the Company President; 5.11 To the extent that an Assignment Agreement contains a confidentiality obligation binding on both parties, each
of the Payee and KACL undertake to keep this Substitution Agreement confidential.
4.4 Notices to a party are deemed received when hand delivered or when sent by registered post or registered mail,
ten working days after the date of posting. 5.12 To the extent that an Upstream Agreement contains a confidentiality obligation, binding on both parties, each
of the Asset Custodian and KACL undertake to keep this Substitution Agreement confidential.
4.5 A party may assume that any notice which is required to be given to another party as well as itself has been
duly given. 5.13 No announcement or public statement concerning the existence, subject matter or any term of this
Substitution Agreement, or its performance shall be made by or on behalf of any party without the prior written
5. Miscellaneous Provisions approval of the other, such approval not to be unreasonably withheld or delayed.

5.1 No party to this Substitution Agreement may transfer a benefit to which it is entitled under this Agreement or 5.14 The Asset Custodian shall require coincident with payment being made to the Payee and for the purposes
assign an obligation which it has undertaken under this Substitution Agreement, without the consent in writing of the of acknowledging payments as satisfaction of a Payment Obligations tranche under this Agreement.executed
other two parties acknowledgments and releases, as part of the Asset Custodian’s then current policies and practices.

5.2 In this Substitution Agreement, nothing shall be deemed to constitute a partnership between the parties, or
any of them, or make any party an agent for any other party, for any purpose whatsoever.

5.3 This Substitution Agreement and any document referred to in it, constitutes the entire agreement and
understanding between the parties with respect to their subject matter and except as expressly provided, supersede all KACL Date
prior representations, writings, negotiations or understandings with respect to that subject matter.

5.4 If any provision in this Substitution Agreement is deemed to be or becomes invalid, illegal, void or
unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be Eastern Point Trust Company Date
valid and enforceable or if it cannot be so amended without materially altering the intention of the parties, it will be
deleted, but the validity, legality and enforceability of the remaining provisions of this Substitution Agreement shall not
be impaired or affected in any way.
Attorney Name, Partner Date

5.5 A failure to exercise or delay in exercising a right or remedy provided by this Substitution Agreement or by law XYZ Law Firm, Lt.
does not constitute a waiver of a right or remedy or a waiver of other rights or remedies. No single or partial exercise of
a right or remedy provided by this Substitution Agreement or by law prevents further exercise of the right or remedy or
the exercise of another right or remedy.
Attorney Name, Partner Date
5.6 This Substitution Agreement may be executed in any number of counterparts each of which when so executed XYZ Law Firm, Lt.
shall be deemed to be an original and all of which when taken together shall constitute this agreement.

5.7 This Substitution Agreement shall be governed by and construed in accordance with the laws of the Republic
of Ireland and each of the parties agree to submit to the exclusive jurisdiction of the courts of the Republic of Ireland in
connection with any dispute arising hereunder.