Exhibit 99.36
NOVATION AND SECURITY RELEASE DEED
dated among:
Citibank N.A., London Branch (the “Remaining Party”),
Waha AC Coöperatief U.A. (the “Transferor”)
AND
Avia Holding Limited (the “Transferee”).
The Transferor and the Remaining Party have entered into a Transaction identified in the attached Annex A (the “Old Transaction”) evidenced by a Confirmation (the “Old Confirmation”). To secure the obligations of the Remaining Party under the Old Transaction, the Transferor and the Remaining Party entered into a security deed dated 3 September 2014, as confirmed and supplemented by a supplemental security deed dated 24 November 2016, in which the Transferor granted security over Collateral (as such term is defined in the Old Confirmation) for the benefit of the Remaining Party (the “Transferor Security Deed”).
With effect from and includingNovationDate(as such term is defined below) the Transferor wishes to transfer by novation to the Transferee, and the Transferee wishes to accept the transfer by novation of, all the rights, liabilities, duties and obligations of the Transferor under and in respect of the Old Transaction, with the effect that the Remaining Party and the Transferee enter into a new transaction (a “New Transaction”) between them having terms identical to those of the Old Transaction, as more particularly described below and restated in the form attached in Annex B (the “New Confirmation”).
The Remaining Party wishes to accept the Transferee as its sole counterparty with respect to the New Transactions.
The Transferor and the Remaining Party wish to have released and discharged, as a result and to the extent of the transfer described above, their respective obligations under and in respect of the Old Transactions and have released and discharged the security created by or pursuant to the Transferor Security Deed.
Accordingly, the parties agree as follows: —
Terms defined in the ISDA 2002 Master Agreement as published in 2002 by the International Swaps and Derivatives Association, Inc., (the “ISDA Master Agreement”) are used herein as so defined, unless otherwise provided herein.
In addition, the term “Novation Date” means the first date on or after 6 August 2019, but on or prior to 14 September 2019 (or such later date as agreed upon by the parties hereto), that each of the following conditions shall have been satisfied or waived:
(a) | the Transferee and the Remaining Party have entered into a new security deed (the “Transferee Security Deed”) in which the Transferee creates security over all of its rights, title and interest in the Collateral (as such term is defined in the New Confirmation), and such Transferee Security Deed shall have been duly executed and delivered and perfection steps over the Collateral Shares (as defined in the Transferee Security Deed) required in the relevant jurisdiction shall have been completed on or prior to such date; |