Common use of Replacement of Issuer Clause in Contracts

Replacement of Issuer. 10.1 The Issuer is at any time entitled to appoint another company (the "New Issuer") in place of the Issuer as debtor for all obligations arising from and in connection with the Notes insofar as (i) the New Issuer assumes all rights and duties of the Issuer under or pursuant to the Class A Notes, the Class B Notes and any other Transaction Documents by means of an agreement with the Issuer; provided further, the Security is, upon the Issuer's replacement, to be held by the Security Trustee for the purpose of securing the obligations of the New Issuer, (ii) no further expenses or legal disadvantages of any kind arise for the Class A Noteholders, the Class B Noteholders or the Subordinated Lender of the Subordinated Loan Agreement from such an assumption of debt and this fact has been established in legal opinions which can be examined at the premises of the Paying Agent, (iii) the New Issuer provides proof that it has obtained all of the necessary governmental approvals in the country in which it has its corporate seat and that it may fulfil all of the duties arising out of or in connection with the Trust Agreement without discrimination against the Noteholders or the Subordinated Lender of the Subordinated Loan Agreement as a whole, (iv) the Issuer and the New Issuer conclude such agreements and execute such documents which the Security Trustee considers necessary for the effectiveness of the replacement, and (v) the New Issuer is incorporated under a tax neutral jurisdiction. Upon fulfilment of the aforementioned conditions, the New Issuer shall in every respect replace the Issuer, and the Issuer shall be released from all obligations relating to the function of an issuer vis-à-vis the Class A Noteholders under or in connection with the Class A Notes, the Class B Noteholders under or in connection with the Class B Notes and the Subordinated Lender under or in connection with the Subordinated Loan Agreement. 10.2 Such replacement of the Issuer must be published in accordance with Condition 11. 10.3 In the event of such replacement of the Issuer, each reference to the Issuer in these Conditions of the Class A Notes shall be deemed to be a reference to the New Issuer.

Replacement of Issuer. 10.1 The Issuer is at any time entitled to appoint another company (the "New Issuer") in place of the Issuer as debtor for all obligations arising from and in connection with the Notes insofar as (i) the New Issuer assumes all rights and duties of the Issuer under or pursuant to the Class A Notes, the Class B Notes and any other Transaction Documents by means of an agreement with the Issuer; provided further, the Security is, upon the Issuer's replacement, to be held by the Security Trustee for the purpose of securing the obligations of the New Issuer, (ii) no further expenses or legal disadvantages of any kind arise for the Class A Noteholders, the Class B Noteholders or the Subordinated Lender of the Subordinated Loan Agreement from such an assumption of debt and this fact has been established in legal opinions which can be examined at the premises of the Paying Agent, (iii) the New Issuer provides proof that it has obtained all of the necessary governmental approvals in the country in which it has its corporate seat and that it may fulfil all of the duties arising out of or in connection with the Trust Agreement without discrimination against the Noteholders or the Subordinated Lender of the Subordinated Loan Agreement as a whole, (iv) the Issuer and the New Issuer conclude such agreements and execute such documents which the Security Trustee considers necessary for the effectiveness of the replacement, and (v) the New Issuer is incorporated under a tax neutral jurisdiction. Upon fulfilment of the aforementioned conditions, the New Issuer shall in every respect replace the Issuer, and the Issuer shall be released from all obligations relating to the function of an issuer vis-à-vis the Class A Noteholders under or in connection with the Class A Notes, the Class B Noteholders under or in connection with the Class B Notes and the Subordinated Lender under or in connection with the Subordinated Loan Agreement. 10.2 Such replacement of the Issuer must be published in accordance with Condition 11. 10.3 In the event of such replacement of the Issuer, each reference to the Issuer in these Conditions of the Class A B Notes shall be deemed to be a reference to the New Issuer.

Replacement of Issuer. 10.1 The Issuer is at any time entitled to appoint another company hereby agrees as set forth in this Section. (a) If S&P or Xxxxx’x shall, after the "New Issuer") in place date hereof, downgrade the long term certificate of the Issuer as debtor for all obligations arising from and in connection with the Notes insofar as (i) the New Issuer assumes all rights and duties deposit rating or long-term senior unsecured debt rating of the Issuer under or pursuant to the Class A Notes, the Class B Notes and any other Transaction Documents by means of an agreement with the Issuer; provided further, the Security is, upon the Issuer's replacement, to be held by the Security Trustee for the purpose of securing the obligations of the New Issuer, (ii) no further expenses or legal disadvantages of any kind arise for the Class A Noteholders, the Class B Noteholders or the Subordinated Lender of the Subordinated Loan Agreement from such an assumption of debt and this fact has been established in legal opinions which can be examined at the premises of the Paying Agent, (iii) the New Issuer provides proof that it has obtained all of the necessary governmental approvals in the country in which it has its corporate seat and that it may fulfil all of the duties arising out of or in connection with the Trust Agreement without discrimination against the Noteholders or the Subordinated Lender of the Subordinated Loan Agreement as a whole, (iv) the Issuer and the New Issuer conclude such agreements and execute such documents which the Security Trustee considers necessary for the effectiveness of the replacement, and (v) the New Issuer is incorporated under a tax neutral jurisdiction. Upon fulfilment of the aforementioned conditions, the New Issuer shall in every respect replace the Issuer, and the Issuer resulting ratings shall be released from all obligations relating below A and Aa3, respectively, or the equivalent, Greektown Holdings may, within thirty (30) days of receipt by it of notice of such downgrade and while such downgrade is in effect, give notice in writing to the function Administrative Agent and the Issuer of its intention to replace the Issuer (or have the Issuer replaced) with another financial institution and, within thirty (30) days after the date of such notice, designate the financial institution which is to replace the Issuer. If the Administrative Agent, in the exercise of its reasonable discretion and within thirty (30) days of its receipt of the notice which so designates such financial institution, notifies Greektown Holdings and the Issuer in writing that the designated financial institution is satisfactory to the Administrative Agent (such consent not being required where such financial institution is already a Lender or an issuer visApproved Fund and has also obtained all necessary approvals, if required, by the MGCB), then the Issuer shall, subject to any approval rights of the MGCB and the payment of any amounts due pursuant to Section 4.4 by Greektown Holdings and its Subsidiaries, assign, in accordance with Section 13.11.1, all of its Letter of Credit Commitments and other rights and obligations under this Agreement and all other Loan Documents to such designated financial institution; provided, however, that (i) such assignment shall be without recourse, representation or warranty (except as to (x) the Issuer’s then existing Letter of Credit Commitment Amount and (y) the absence of Liens arising by, through and under the Issuer) and shall be on terms and conditions reasonably satisfactory to the Issuer and such designated financial institution, (ii) the purchase price paid by such designated financial institution shall be in the amount of the then aggregate amount of all unpaid and outstanding Letter of Credit Reimbursement Obligations, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under Sections 4.3, 4.4, 4.5 and 4.6), owing to the Issuer hereunder, (iii) such assignment shall only be effective upon the termination of any outstanding Letters of Credit that have been issued by the replaced Issuer and (iv) Greektown Holdings and its Subsidiaries shall pay to the Issuer and the Administrative Agent all reasonable out-àof-vis pocket expenses incurred by the Class A Noteholders under or Issuer and the Administrative Agent in connection with such assignment and assumption (including the Class A Notesprocessing fees described in Section 13.11.1). (b) If upon any such termination or assignment, the Class B Noteholders under or in connection with the Class B Notes and the Subordinated Lender under or in connection with the Subordinated Loan Agreement. 10.2 Such replacement of the replaced Issuer must be published in accordance with Condition 11. 10.3 In the event of such replacement of the Issuer, each reference to the Issuer in these Conditions of the Class A Notes shall be deemed cease to be a reference party hereto but shall continue to be entitled to the New Issuerbenefits of any provisions of this Agreement which, by their terms, survive the expiration or earlier termination of this Agreement.