Common use of Effects of the Termination Clause in Contracts

Effects of the Termination. In the event of termination of this Agreement for any reason whatsoever (except for the dissolution of the Issuer), the following will apply: (a) The Issuer hereby authorises and the Corporate Services Provider is held to bring the change of address of the registered office of the Issuer to the knowledge of third parties and to render it public on behalf of the Issuer, as applicable. (b) The Issuer undertakes to effect the amendments to the Register and the legal publications required for changing the address of its registered office as soon as possible. (c) In any case, unless the Issuer has appointed its own corporate services provider, the Corporate Services Provider undertakes to use best efforts to take contact with another corporate services provider and to organise the transfer of the registered office and to cooperate with the Issuer and the Security Trustee in this respect. The Corporate Services Provider undertakes to notify, for information purposes only, the Security Trustee, the Issuer and the Shareholder(s) (including New Shareholders, if any), of the name and contact details of the new corporate services provider. The notice shall be given by registered mail, postage prepaid and acknowledgment of receipt requested, or by telefax. (d) Upon termination of this Agreement, the Corporate Services Provider hereby undertakes to hand over any and all books, ledgers, registers, documents, contracts, agreements or other documents belonging to the Issuer or to its director(s) or to any other person who can prove to be henceforth the new corporate services provider of the Issuer. In the event that at the time of the cancellation the Issuer fails to take delivery of the books, ledgers or other documents held by the Corporate Services Provider for account of the Issuer, the Corporate Services Provider shall be authorised to deposit such documents at the expense of the Issuer, as the case may be, with another custodian. Such custodian shall be chosen by the Corporate Services Provider in its sole but reasonable discretion, and upon deposit therewith the Corporate Services Provider will be discharged from any liability with regard to the safekeeping of such books and documents. (e) The books, ledgers and documents shall be surrendered to the Issuer, or as the case may be, its representatives only in return for a properly signed receipt and discharge (signed by the director of the Issuer). In such event, the Corporate Services Provider shall not be held liable for the safekeeping of such documents, ledgers and books after transfer. (f) Notwithstanding any other provision hereof, neither the resignation of the Corporate Services Provider nor the termination or revocation of the appointment of the Corporate Services Provider shall take effect until a new corporate services provider (the "Successor") has been duly appointed to provide the services as set out in this Agreement. The Corporate Services Provider will remain bound by the present Agreement until either its Successor has acceded to this Agreement or a new domiciliation agreement has been signed between the Issuer and the Successor. (g) The outgoing Corporate Services Provider shall, in case of a termination, reimburse (on a pro rata basis) to the Issuer any up-front fees paid by the Issuer for periods after the date on which the substitution of the Corporate Services Provider is taking effect. In case of a termination as a result of the insolvency proceedings of the Corporate Services Provider or in case of a material breach of any of the terms and/or conditions of this Agreement and failure to remedy such material breach by the Corporate Services Provider within thirty (30) days (or such other period as shall be agreed between the parties) of being so required to do, the outgoing Corporate Services Provider shall reimburse the Issuer for the costs (including legal costs and administration costs) or pay any costs incurred for the purpose of appointing a successor Corporate Services Provider up to a maximum amount of GBP 15,000 (the "Replacement Cost"). For the avoidance of doubt, such Replacement Cost shall cover any and all replacement costs incurred in respect of the replacement of Wilmington Trust SP Services (Luxembourg) S.A. as Corporate Services Provider.

Effects of the Termination. In the event of termination of this Agreement for any reason whatsoever (except for the dissolution of the Issuer), the following will apply: (a) The Issuer hereby authorises and the Corporate Services Provider is held to bring the change of address of the registered office of the Issuer to the knowledge of third parties and to render it public on behalf of the Issuer, as applicable. (b) The Issuer undertakes to effect the amendments to the Register and the legal publications required for changing the address of its registered office as soon as possible.. LIB02/SAXENASO/5123098.6 Xxxxx Lovells (c) In any case, unless the Issuer has appointed its own corporate services provider, the Corporate Services Provider undertakes to use best efforts to take contact with another corporate services provider and to organise the transfer of the registered office and to cooperate with the Issuer and the Security Trustee in this respect. The Corporate Services Provider undertakes to notify, for information purposes only, the Security Trustee, the Issuer and the Shareholder(s) (including New Shareholders, if any), of the name and contact details of the new corporate services provider. The notice shall be given by registered mail, postage prepaid and acknowledgment of receipt requested, or by telefax. (d) Upon termination of this Agreement, the Corporate Services Provider hereby undertakes to hand over any and all books, ledgers, registers, documents, contracts, agreements or other documents belonging to the Issuer or to its director(s) or to any other person who can prove to be henceforth the new corporate services provider of the Issuer. In the event that at the time of the cancellation the Issuer fails to take delivery of the books, ledgers or other documents held by the Corporate Services Provider for account of the Issuer, the Corporate Services Provider shall be authorised to deposit such documents at the expense of the Issuer, as the case may be, with another custodian. Such custodian shall be chosen by the Corporate Services Provider in its sole but reasonable discretion, and upon deposit therewith the Corporate Services Provider will be discharged from any liability with regard to the safekeeping of such books and documents. (e) The books, ledgers and documents shall be surrendered to the Issuer, or as the case may be, its representatives only in return for a properly signed receipt and discharge (signed by the director of the Issuer). In such event, the Corporate Services Provider shall not be held liable for the safekeeping of such documents, ledgers and books after transfer. (f) Notwithstanding any other provision hereof, neither the resignation of the Corporate Services Provider nor the termination or revocation of the appointment of the Corporate Services Provider shall take effect until a new corporate services provider (the "Successor") has been duly appointed to provide the services as set out in this Agreement. The Corporate Services Provider will remain bound by the present Agreement until either its Successor has acceded to this Agreement or a new domiciliation agreement has been signed between the Issuer and the Successor. (g) The outgoing Corporate Services Provider shall, in case of a termination, reimburse (on a pro rata basis) to the Issuer any up-front fees paid by the Issuer for periods after the date on which the substitution of the Corporate Services Provider is taking effect. In case of a termination as a result of the insolvency proceedings of the Corporate Services Provider or in case of a material breach of any of the terms and/or conditions of this Agreement and failure to remedy such material breach by the Corporate Services Provider within thirty (30) days (or such other period as shall be agreed between the parties) of being so required to do, the outgoing Corporate Services Provider shall reimburse the Issuer for the costs (including legal costs and administration costs) or pay any costs incurred for the purpose of appointing a successor Corporate Services Provider up to a maximum amount of GBP 15,000 (the "Replacement Cost"). For the avoidance of doubt, such Replacement Cost shall cover any and all replacement costs incurred in LIB02/SAXENASO/5123098.6 Xxxxx Lovells respect of the replacement of Wilmington Trust SP Services (Luxembourg) S.A. as Corporate Services Provider.