Common use of Replacement of the VPS Trustee Clause in Contracts

Replacement of the VPS Trustee. (a) The VPS Trustee may be replaced according to the procedures set out in Clause 4 (VPS Noteholders’ decisions), and the VPS Noteholders may resolve to replace the VPS Trustee without the Issuer’s approval. (b) The VPS Trustee may resign by giving notice to the Issuer and the VPS Noteholders, in which case a successor VPS Trustee shall be elected pursuant to this Clause 5.5 (Replacement of the VPS Trustee), initiated by the retiring VPS Trustee. (c) If the VPS Trustee is insolvent, or otherwise is permanently unable to fulfil its obligations under this Agreement and the VPS Conditions, the VPS Trustee shall be deemed to have resigned and a successor VPS Trustee shall be appointed in accordance with this Clause 5.5 (Replacement of the VPS Trustee).The Issuer may appoint a temporary VPS Trustee until a new VPS Trustee is elected in accordance with paragraph (a) above. (d) The change of VPS Trustee's shall only take effect upon execution of all necessary actions to effectively substitute the retiring VPS Trustee, and the retiring VPS Trustee undertakes to co-operate in all reasonable manners without delay to such effect. The retiring VPS Trustee shall be discharged from any further obligation in respect of this Agreement and the VPS Conditions from the change takes effect, but shall remain liable under the same documents in respect of any action which it took or failed to take whilst acting as VPS Trustee. The retiring VPS Trustee remains entitled to any benefits under this Agreement before the change has taken place. (e) Upon change of VPS Trustee the Issuer shall co-operate in all reasonable manners without delay to replace the retiring VPS Trustee with the successor VPS Trustee and release the retiring VPS Trustee from any future obligations under this Agreement, the VPS Conditions and any other documents.