Common use of Replacement of the Agent Clause in Contracts

Replacement of the Agent. (a) With the consent of the Borrower (not to be unreasonably withheld or delayed), the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent. (b) The Borrower will be deemed to have given its consent five Business Days after the Lenders have requested it unless consent is expressly refused by the Borrower within that time. (c) The retiring Agent shall (at its own 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. (d) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from such date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28.13 (and any agency fees for the 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 other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

Replacement of the Agent. (a) With the consent of the Borrower (not to be unreasonably withheld or delayed), the Majority Lenders may, by giving 30 days' ’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent. (b) The Borrower will be deemed to have given its consent five Business Days after the Lenders have requested it unless consent is expressly refused by the Borrower within that time. (c) The retiring Agent shall (at its own 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. (d) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from such date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28.13 25.12 (and any agency fees for the 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 other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

Replacement of the Agent. (a) With After consultation with the consent of the Borrower (not to be unreasonably withheld or delayed)Company, the Majority Lenders may, by giving 30 days' ’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor AgentAgent (acting through an office in the United Kingdom or the Netherlands), require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (b) The Borrower will be deemed to have given its consent five Business Days after the Lenders have requested it unless consent is expressly refused by the Borrower within that time. (c) The retiring Agent shall (at its own 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. (dc) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from such this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28.13 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). (ed) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

Replacement of the Agent. (a) With After consultation with the consent of the Borrower (not to be unreasonably withheld or delayed)Obligors, the Majority Lenders may, by giving 30 days' ’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority LendersXxxxxxx) replace the Agent by appointing a successor AgentAgent (acting through an office in the United Kingdom). (b) The Borrower will be deemed to have given its consent five Business Days after the Lenders have requested it unless consent is expressly refused by the Borrower within that time. (c) The retiring Agent shall (at its own 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. (c) Each of the Borrower, Xxxxxxx and Agent shall cooperate to make such amendments to the Letter of Credit as may be necessary to reflect the replacement of the retiring Agent with a successor Agent. (d) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from such 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 clause 11.3 (Indemnity to the Agent) and this Clause 28.13 clause 22 (and any agency fees for the 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 other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

Replacement of the Agent. (a) With After consultation with the consent of the Borrower (not to be unreasonably withheld or delayed)Obligors, the Majority Lenders may, by giving 30 days' ’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority LendersXxxxxxx) replace the Agent by appointing a successor AgentAgent (acting through an office in the United Kingdom). (b) The Borrower will be deemed to have given its consent five Business Days after the Lenders have requested it unless consent is expressly refused by the Borrower within that time. (c) The retiring Agent shall (at its own 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. (c) Each of the Borrower, Xxxxxxx and Agent shall cooperate to make such amendments to the Letter of Credit as may be necessary to reflect the replacement of the retiring Agent with a successor Agent. (d) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from such 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 clause 12.3 (Indemnity to the Agent) and this Clause 28.13 clause 22 (and any agency fees for the 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 other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

Replacement of the Agent. (a) With the consent of the Borrower (not to be unreasonably withheld or delayed), the Majority Lenders may, by giving 30 days' ’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent. (b) The Borrower will be deemed to have given its consent five Business Days after the Lenders have requested it unless consent is expressly refused by the Borrower within that time. (c) The retiring Agent shall (at its own 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. (d) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from such date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28.13 27.12 (and any agency fees for the 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 other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

Replacement of the Agent. (a) With After consultation (through the consent of Agent) with the Borrower (not to be unreasonably withheld or delayed)Company, the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent. Unless the new Agent is a Lender or an Affiliate of a Lender, the consent of the Company (such consent not to be unreasonably withheld) to such appointment is required. (b) The Borrower will be deemed to have given its consent five Business Days after the Lenders have requested it unless consent is expressly refused by the Borrower within that time. (c) The retiring Agent shall (at its own 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. (dc) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from such this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28.13 29.12 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). (ed) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

Replacement of the Agent. (a) With After consultation with the consent of the Borrower (not to be unreasonably withheld or delayed)Parent, the Majority Lenders may, by giving 30 days' ’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent. (b) The Borrower will be deemed At any time the Agent is an Impaired Agent, after consultation with the Majority Lenders, the Parent may, by giving 30 days’ notice to have given its consent five Business Days after the Lenders have requested it unless consent is expressly refused Agent (or any shorter notice agreed by the Borrower within that timeMajority Lenders) replace the Agent by appointing a successor Agent. (c) The retiring Agent shall (at its own 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. (d) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from such this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28.13 32 (and any agency fees for the 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 other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.