Common use of Replacement of the Agent Clause in Contracts

Replacement of the Agent. ‌ (a) Subject to Xxxxxx 21.4(f), the Agent may resign by giving notice to the Issuer, the Noteholders, in which case the Noteholders shall appoint a successor Agent at a Noteholders' Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. (b) Subject to Clause 21.4(f), if the Agent is Insolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Noteholder (or Noteholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Noteholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Noteholders, be given by them jointly), require that a Noteholders' Meeting is held for the purpose of dismissing the Agent and appointing a new (d) If the Noteholders have not appointed a successor Agent within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Agent was dismissed through a decision by the Noteholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent's resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Noteholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. (h) In the event that there is a change of the Agent in accordance with this Clause 21.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.

Replacement of the Agent. ‌ (a) Subject to Xxxxxx 21.4(f)With the consent of the Borrower, the Agent Majority Lenders may resign by giving thirty (30) days' notice to the IssuerAgent (or, at any time the NoteholdersAgent is an Impaired Agent, in which case by giving any shorter notice determined by the Noteholders shall appoint Majority Lenders) replace the Agent by appointing a successor Agent at a Noteholders' Meeting convened (acting through an office in France, the UK or any other jurisdiction agreed by the retiring Agent or by way Borrower but which shall not be incorporated in a Non-Cooperative State) provided that the consent of Written Procedure initiated by the retiring Borrower shall not be required (but a consultation with the Borrower shall be required) in case of an appointment of a Lender as Agent. (b) Subject The Borrower may, on no less than thirty (30) days' prior notice to Clause 21.4(f)the Agent, if require the Lenders to replace the Agent is Insolventand appoint a replacement Agent if any amount payable under a Finance Document by a French Borrower becomes not deductible from that French Borrower's taxable income for French tax purposes by reason of that amount (i) being paid or accrued to an Agent incorporated, domiciled, established or acting through an office situated in a Non-Cooperative State or (ii) paid to an account opened in the name of that Agent in a financial institution situated in a Non-Cooperative State. In this case, the Agent shall be deemed to resign as and a replacement Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesappointed by the Majority Lenders (after consultation with the Borrower) within thirty (30) days after notice of replacement was given. (c) A Noteholder (or Noteholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Noteholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Noteholders, be given by them jointly), require that a Noteholders' Meeting is held for the purpose of dismissing the Agent and appointing a new (d) If the Noteholders have not appointed a successor Agent within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Agent was dismissed through a decision by the Noteholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Agent shall, shall (at its own cost, cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.. 137 Project Meria: Senior Facilties Agreement (fd) The Agent's resignation or dismissal appointment of the successor Agent shall only take effect upon on the appointment of a successor Agent and acceptance by such successor Agent of such appointment and date specified in the execution of all necessary documentation notice from the Majority Lenders (or as applicable the Company) to effectively substitute the retiring Agent. (g) Upon the appointment of a successor. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents (solely in respect of any action the period in which it took or failed was Agent) Clause 16.3 (Indemnity to take whilst acting as the Agent. Its successor, ) and this Clause 27 (and any agency fees for the Issuer account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). (e) Any successor Agent and each of the Noteholders other Parties shall have the same rights and obligations amongst among themselves under the Finance Documents as they would have had if such successor had been the an original AgentParty. (h) In the event that there is a change of the Agent in accordance with this Clause 21.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.

Replacement of the Agent. ‌ (a) Subject to Xxxxxx 21.4(f)Clause 22.4.6, the Agent may resign by giving notice to the Issuer, Issuer and the NoteholdersBondholders, in which case the Noteholders Bondholders shall appoint a successor Agent at a Noteholders' Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. (b) . Subject to Clause 21.4(f)22.4.6, if the Agent is Insolventinsolvent or becomes subject to bankruptcy proceedings, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) . A Noteholder Bondholder (or NoteholdersBondholders) representing at least ten (1010.00) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person Person who is a Noteholder Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several NoteholdersBondholders, be given by them jointly), require that a Noteholders' Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new (d) new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. If the Noteholders Bondholders have not appointed a successor Agent within ninety (90) calendar days after (ia) the earlier of the notice of resignation was given or the resignation otherwise took place or (iib) the Agent was dismissed through a decision by the NoteholdersBondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) . The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) . The Agent's ’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. (g) . Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Noteholders Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. (h) . In the event that there is a change of the Agent in accordance with this Clause 21.422.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents and the Agency AgreementDocuments. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.

Replacement of the Agent. ‌ (a) Subject to Xxxxxx 21.4(fClause 1.1.1(f), the Agent may resign by giving notice to the Issuer, Issuer and the Noteholders, in which case the Noteholders shall appoint a successor Agent at a Noteholders' Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. (b) Subject to Clause 21.4(f1.1.1(f), if the Agent is Insolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Noteholder (or Noteholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Noteholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Noteholders, be given by them jointly), require that a Noteholders' Meeting is held for the purpose of dismissing the Agent and appointing a newnew Agent. The Issuer may, at a Noteholders' Meeting convened by it or by way of Written Procedure initiated by it, propose to the Noteholders that the Agent be dismissed and a new Agent appointed. (d) If the Noteholders have not appointed a successor Agent within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Agent was dismissed through a decision by the Noteholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent's resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Noteholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. (h) In the event that there is a change of the Agent in accordance with this Clause 21.418.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents and the Agency Agreement. Unless the Issuer and the new Agent agrees agree otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.

Replacement of the Agent. ‌ (a) Subject to Xxxxxx 21.4(fClause 20.4(f), the Agent may resign by giving notice to the Issuer, Issuer and the NoteholdersBondholders, in which case the Noteholders Bondholders shall appoint a successor Agent at a Noteholders' Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. (b) Subject to Clause 21.4(f20.4(f), if the Agent is Insolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Noteholder Bondholder (or NoteholdersBondholders) representing at least ten (10) per cent. cent of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Noteholder Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several NoteholdersBondholders, be given by them jointly), require that a Noteholders' Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a newnew Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. (d) If the Noteholders Bondholders have not appointed a successor Agent within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Agent was dismissed through a decision by the NoteholdersBondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent's ’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Noteholders Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. (h) In the event that there is a change of the Agent in accordance with this Clause 21.420.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.

Replacement of the Agent. ‌ (a) Subject to Xxxxxx 21.4(fClause 19.4(f), the Agent may resign by giving notice to the Issuer, Issuer and the NoteholdersBondholders, in which case the Noteholders Bondholders shall appoint a successor Agent at a Noteholders' Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. (b) Subject to Clause 21.4(f19.4(f), if the Agent is Insolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Noteholder Bondholder (or NoteholdersBondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Noteholder Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several NoteholdersBondholders, be given by them jointly), require that a Noteholders' Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a newnew Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. (d) If the Noteholders Bondholders have not appointed a successor Agent within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Agent was dismissed through a decision by the NoteholdersBondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent's ’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Noteholders Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. (h) In the event that there is a change of the Agent in accordance with this Clause 21.419.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.