Common use of Resignation of a Guarantor Clause in Contracts

Resignation of a Guarantor. (a) The Issuer may request that a Guarantor ceases to be a Guarantor by delivering to the Security Agent a letter of resignation specifying the Guarantor and which is signed by the Issuer and that Guarantor, provided that the resignation of such Guarantor is permitted pursuant to the Intercreditor Agreement. (b) The Security Agent shall accept a letter of resignation and notify the Issuer of its acceptance if: (i) the Issuer has confirmed that no Event of Default is continuing or would result from the acceptance of the letter of resignation (and the Issuer has confirmed that this is the case in the letter of resignation); (ii) no claim for payment against such Guarantor under this Agreement is outstanding and unpaid; (iii) immediately following the resignation of the resigning Guarantor as a Guarantor, the Issuer will remain in compliance with the Guarantor Cover Threshold of the Terms and Conditions; (iv) any Transaction Security granted by such Guarantor is released in accordance with the terms of the Intercreditor Agreement; and (v) the Transaction Security granted over such Guarantor has been releasedin accordance with the terms of the Intercreditor Agreement. whereupon that Guarantor shall cease to be a Guarantor and shall have no further rights or obligations as Guarantor under the Secured Finance Documents. (c) Each resignation shall become effective upon the counter signing of the letter of resignation by the Security Agent.

Resignation of a Guarantor. (a) The Issuer may request that a Guarantor (other than the Issuer) ceases to be a Guarantor by delivering to the Security Agent a letter of resignation specifying the Guarantor and which is signed by the Issuer and that Guarantor, provided that the resignation of such Guarantor is permitted pursuant to the Intercreditor Agreement. (b) The Security Agent shall accept a letter of resignation and notify the Issuer and the Lender (as defined in the Super Senior RCF (as defined in the Intercreditor Agreement)) of its acceptance if: (i) the Issuer has confirmed that no Event of Default is continuing or would result from the acceptance of the letter of resignation (and the Issuer has confirmed that this is the case in the letter of resignation); (ii) no claim for payment against such Guarantor under this Agreement is outstanding and unpaid; (iii) immediately following where the resignation of Guarantor is also the resigning Guarantor Borrower (as a Guarantordefined in the Super Senior RCF), the Issuer will remain Security Agent has received a confirmation from the Lender (as defined in compliance with the Super Senior RCF) that the Guarantor Cover Threshold of is under no actual or contingent obligations as the Terms Borrower and Conditionshas resigned and ceased to be the Borrower under the Super Senior RCF; (iv) the Issuer has confirmed that the Guarantor is not a Material Group Company (as defined in the Intercreditor Agreement); (v) any Transaction Security granted by such Guarantor is released in accordance with the terms of the Intercreditor Agreement; and; (vvi) the Transaction Security granted over the shares of such Guarantor has been releasedin released in accordance with the terms of the Intercreditor Agreement. ; and (vii) the Security Agent has received a confirmation from the Lender (as defined in the Super Senior RCF) that it consents to the Issuer's request, whereupon that Guarantor shall cease to be a Guarantor and shall have no further rights or obligations as Guarantor under the Secured Finance Documents. (c) Each resignation shall become effective upon the counter signing of the letter of resignation by the Security Agent.

Resignation of a Guarantor. (a) The Issuer Company may request that a Guarantor (other than the Company or the Parent (as defined in the Intercreditor Agreement)) ceases to be a Guarantor with effect from such proposed date stated therein (the “Release Date”) by delivering to the Security Agent a letter of resignation specifying the Guarantor and which is signed by the Issuer Company and that the Guarantor, provided that the resignation of such Guarantor is permitted pursuant to the Intercreditor Agreement. (b) The Security Agent shall accept a letter of resignation and notify the Issuer Company and the Agent (as defined in the Super Senior RCF) and the Bonds Agent (as defined in the Intercreditor Agreement) of its acceptance if: (i) the Issuer Company has confirmed that no Default (as defined in the Super Senior RCF) and no Event of Default (as defined in the Terms and Conditions) is continuing or would result from the acceptance of the letter of resignation (and the Issuer Company has confirmed that this is the case in the letter of resignation); (ii) where the Guarantor is also a Borrower (as defined in the Super Senior RCF), the Security Agent has received a confirmation from the Agent (as defined in the Super Senior RCF) that the Guarantor is under no claim for payment against such Guarantor actual or contingent obligations as a Borrower and has resigned and ceased to be a Borrower under this Agreement is outstanding and unpaid;Clause 20.4 (Resignation of a Borrower) of the Super Senior RCF, or will resign thereunder on or before the proposed Release Date; and (iii) immediately following the resignation of Company has confirmed that either: A) that Guarantor is not a Material Company (as defined in the resigning Guarantor as a Guarantor, the Issuer will remain in compliance with the Guarantor Cover Threshold of Super Senior RCF and the Terms and Conditions); (ivB) any Transaction Security granted by such that Guarantor is released in accordance with being disposed of by way of a sale or other disposal permitted by the terms of the Intercreditor AgreementSenior Finance Documents and the Company has confirmed this is the case; andor (vC) the Transaction Security granted over such Guarantor Agent has been releasedin accordance with received a confirmation from the terms of Agent (as defined in the Super Senior RCF) and the Bonds Agent (as defined in the Intercreditor Agreement. whereupon Agree- ment) that it consents to the Company's request, whereupon, subject to paragraph c) below, (i) that Guarantor (the "Retiring Guarantor") shall cease to be a Guarantor and shall have no further rights or obligations as Guarantor under the Secured Senior Finance Documents and (ii) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guaran- tor of its obligations under the Finance Documents. (c) Each Notwithstanding paragraph b) above, if the Retiring Guarantor has granted or is subject to any Transaction Security (as defined in the Intercreditor Agreement), the resignation of that Guarantor and release of any such Transaction Security shall become effective upon the counter signing of the letter of resignation by be subject to the Security Agent's prior consent in accordance with Clause 17 (Release of Security) of the Intercreditor Agreement. d) Each other Guarantor waives any rights it may have by reason of the performance of its obliga- tions under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of a Finance Party under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

Resignation of a Guarantor. (a) The Issuer may request that a Guarantor (other than the Issuer or the Company) ceases to be a Guarantor by delivering to the Security Agent a letter Resignation Letter if: (i) that Guarantor is being disposed of resignation specifying the Guarantor by way of a Third Party Disposal and which is signed by the Issuer has confirmed this is the case; or (ii) subject to Clause 26 (Amendments and that GuarantorWaivers) of the Intercreditor Agreement, provided that the Facility Agent on behalf of all the Lenders (as defined in the Super Senior RCF) have consented to the resignation of such Guarantor is permitted pursuant to the Intercreditor Agreementthat Guarantor. (b) The Security Agent shall accept a letter of resignation Resignation Letter and notify the Issuer and the Facility Agent (as defined in the Super Senior RCF) of its acceptance if: (i) the Issuer has confirmed that no Event of Default (as defined in the Super Senior RCF and the Terms and Conditions) is continuing or would result from the acceptance of the letter of resignation (and the Issuer has confirmed that this is the case in the letter of resignation)Resignation Letter; (ii) no claim for payment against such is due from the Guarantor under this Agreement is outstanding and unpaidAgreement; (iii) immediately following where the resignation Guarantor is also a Borrower (as defined in the Super Senior RCF), the Security Agent has received a confirmation from the Facility Agent that the Guarantor is under no actual or contingent obligations as a Borrower and has resigned and ceased to be a Borrower under Clause 26.3 (Resignation of a Borrower) of the resigning Guarantor as a Guarantor, the Issuer will remain in compliance with the Guarantor Cover Threshold of the Terms and Conditions;Super Senior RCF; and (iv) any Transaction the Security granted by such Guarantor is released Agent has received a confirmation from the Facility Agent that the Issuer has confirmed that it shall ensure that the Disposal Proceeds (as defined in the Super Senior RCF) will be applied in accordance with the terms Clause 10.2 (Disposal and Insurance Proceeds) of the Intercreditor Agreement; andSuper Senior RCF. (vc) The resignation of that Guarantor shall not be effective until the Transaction Security granted over such Guarantor has been releasedin accordance with the terms date of the Intercreditor Agreement. whereupon relevant Third Party Disposal (which shall be confirmed by the Issuer to the Security Agent) at which time that Guarantor company shall cease to be a Guarantor and shall have no further rights or obligations as Guarantor under the Secured Senior Finance DocumentsDocuments (as defined in the Intercreditor Agreement) as a Guarantor. (cd) Each resignation shall become effective upon If a Guarantor is or is proposed to be the counter signing subject of a Third Party Disposal (which has been accepted by the Security Agent in accordance with paragraph (b) above) then: (i) where that Guarantor created Transaction Security (as defined in the Intercreditor Agreement) over any of its assets or business in favour of the letter of resignation Secured Parties (represented by the Security Agent), or Transaction Security in favour of the Secured Parties (represented by the Security Agent) was created over the shares (or equivalent) of that Guarantor, the Security Agent may (but in respect of Transaction Security located in Sweden or otherwise governed by Swedish law, in its sole discretion), at the cost and request of the Issuer, release those assets, business or shares (or equivalent), subject to Clause 17.2 (Release and granting of security upon disposals) of the Intercreditor Agreement; and (ii) any resignation of that Guarantor and related release of Transaction Security (as defined in the Intercreditor Agreement) referred to in paragraph (d)(i) above shall not become effective until the date of the relevant Third Party Disposal.

Resignation of a Guarantor. (a) The Subject to the Terms and Conditions, the Issuer may request that a Guarantor (other than the Issuer) ceases to be a Guarantor by delivering to the Security Agent a letter of resignation specifying the Guarantor and which is signed by the Issuer and that Guarantor, provided that the resignation of such Guarantor is permitted pursuant to the Intercreditor Agreement. (b) The Security Agent shall accept a letter of resignation and notify the Issuer Issuer, the agent under the Terms and Conditions and the Lender of its acceptance if: (i) the Issuer has confirmed that no Event of Default is continuing or would result from the acceptance of the letter of resignation (and the Issuer has confirmed that this is the case in the letter of resignation); (ii) no claim for payment against such Guarantor under this Agreement is outstanding and unpaid; (iii) immediately following where the resignation of Guarantor is also the resigning Guarantor Borrower (as a Guarantordefined in the Super Senior Working Capital Facility), the Issuer will remain in compliance with Security Agent has received a confirmation from the Lender that the Guarantor Cover Threshold of is under no actual or contingent obligations as the Borrower and has resigned and ceased to be the Borrower under the Super Senior Working Capital Facility; (iv) the Issuer has confirmed that the Guarantor is not a Material Group Company (as defined in the Terms and Conditions) or equivalent under the Super Senior Working Capital Facility (if applicable); (ivv) any Transaction Security granted by such Guarantor is released in accordance with the terms of the Terms and Conditions, or, if any, the Intercreditor Agreement; (vi) the Transaction Security granted over the shares of such Guarantor has been released in accordance with the terms of the Terms and Conditions, or, if any, the Intercreditor Agreement; and (vvii) the Transaction Security granted over such Guarantor Agent has been releasedin accordance with received a confirmation from the terms of Lender that it consents to the Intercreditor Agreement. Issuer's request, whereupon that Guarantor shall cease to be a Guarantor and shall have no further rights or obligations as Guarantor under the Secured Finance Documents. (c) Each resignation shall become effective upon the counter signing of the letter of resignation by the Security Agent.

Resignation of a Guarantor. (a) The Issuer may request that a Guarantor (other than the Issuer) ceases to be a Guarantor by delivering to the Security Agent a letter of resignation specifying the Guarantor and which is signed by the Issuer and that Guarantor, provided that the resignation of such Guarantor is permitted pursuant to the Intercreditor Agreement. (b) The Security Agent shall accept a letter of resignation and notify the Issuer and the Lender (as defined in the Super Senior RCF or the Super Senior Guarantee Facility) of its acceptance if: (i) the Issuer has confirmed that no Event of Default is continuing or would result from the acceptance of the letter of resignation (and the Issuer has confirmed that this is the case in the letter of resignation); (ii) no claim for payment against such Guarantor under this Agreement is outstanding and unpaid; (iii) immediately following where the resignation of Guarantor is also a Borrower (as defined in the resigning Super Senior RCF or the Super Senior Guarantee Facility), the Security Agent has received a confirmation from the Lender (as defined in the Super Senior RCF or the Super Senior Guarantee Facility) that the Guarantor is under no actual or contingent obligations as a Guarantor, Borrower and has resigned and ceased to be a Borrower under the Issuer will remain in compliance with Super Senior RCF or the Guarantor Cover Threshold of the Terms and ConditionsSuper Senior Guarantee Facility; (iv) the Issuer has confirmed that the Guarantor is not a Material Group Company (as defined in the Intercreditor Agreement); (v) any Transaction Security granted by such Guarantor is released in accordance with the terms of the Intercreditor Agreement; and; (vvi) the Transaction Security granted over such Guarantor has been releasedin released in accordance with the terms of the Intercreditor Agreement. whereupon that Guarantor shall cease to be a Guarantor and shall have no further rights or obligations as Guarantor under the Secured Finance Documents. (c) Each resignation shall become effective upon the counter signing of the letter of resignation by the Security Agent.; and

Resignation of a Guarantor. (a) The Issuer may request that a Guarantor (other than the Issuer) ceases to be a Guarantor by delivering to the Security Agent a letter of resignation specifying the Guarantor and which is signed by the Issuer and that Guarantor, provided that the resignation of such Guarantor is permitted pursuant to the Intercreditor Agreement. (b) The Security Agent shall accept a letter of resignation and notify the Issuer and the Lender (as defined in the Super Senior RCF) of its acceptance if: (i) the Issuer has confirmed that no Event of Default (as defined in the Intercreditor Agreement) is continuing or would result from the acceptance of the letter of resignation (and the Issuer has confirmed that this is the case in the letter of resignation); (ii) no claim for payment against such Guarantor under this Agreement is outstanding due and unpaid; (iii) immediately following where the resignation of Guarantor is also a Borrower (as defined in the resigning Super Senior RCF), the Security Agent has received a confirmation from the Lender (as defined in the Super Senior RCF) that the Guarantor is under no actual or contingent obligations as a Guarantor, Borrower and has resigned and ceased to be a Borrower under the Issuer will remain in compliance with the Guarantor Cover Threshold of the Terms and ConditionsSuper Senior RCF; (iv) the Issuer has confirmed that the Guarantor is not a Material Group Company (as defined in the Terms and Conditions and the Super Senior RCF); (v) such resignation is permitted under the Senior Finance Documents; (vi) any Transaction Security granted by such Guarantor is released in accordance with the terms of the Intercreditor Agreement; and; (vvii) the Transaction Security granted over such Guarantor has been releasedin released in accordance with the terms of the Intercreditor Agreement; and (viii) the Security Agent has received a confirmation from the Lender (as defined in the Super Senior RCF) that it consents to the Issuer's request. whereupon that Guarantor shall cease to be a Guarantor and shall have no further rights or obligations as Guarantor under the Secured Senior Finance Documents. (c) Each resignation shall become effective upon the counter signing of the letter of resignation by the Security Agent.

Resignation of a Guarantor. (a) The Issuer may request that a Guarantor (other than the Issuer) ceases to be a Guarantor by delivering to the Security Agent a letter of resignation specifying the Guarantor and which is signed by the Issuer and that Guarantor, provided that the resignation of such Guarantor is permitted pursuant to the Intercreditor Agreement. (b) The Security Agent shall accept a letter of resignation and notify the Issuer and the Agent (as defined in the Super Senior RCF Agreement) of its acceptance if: (i) the Issuer has confirmed that no Default (as defined in the Super Senior RCF Agreement) and no Event of Default (as defined in the Terms and Conditions) is continuing or would result from the acceptance of the letter of resignation (and the Issuer has confirmed that this is the case in the letter of resignation); (ii) no claim for payment against such Guarantor under this Agreement is outstanding and unpaid; (iii) immediately following where the resignation Guarantor is also a Borrower (as defined in the Super Senior RCF Agreement), the Security Agent has received a confirmation from the Agent (as defined in the Super Senior RCF Agreement) that the Guarantor is under no actual or contingent obligations as a Borrower and has resigned and ceased to be a Borrower under Clause 27.3 (Resignation of a Borrower) of the resigning Guarantor as a Guarantor, the Issuer will remain in compliance with the Guarantor Cover Threshold of the Terms and ConditionsSuper Senior RCF; (iv) the Issuer has confirmed that the Guarantor is not a Material Group Company (as defined in the Intercreditor Agreement); (v) any Transaction Security granted by such Guarantor is released in accordance with the terms of the Intercreditor Agreement; and; (vvi) the Transaction Security granted over such Guarantor has been releasedin released in accordance with the terms of the Intercreditor Agreement. ; and (vii) the Security Agent has received a confirmation from the Agent (as defined in the Super Senior RCF Agreement) that it consents to the Issuer's request, whereupon that Guarantor shall cease to be a Guarantor and shall have no further rights or obligations as Guarantor under the Secured Finance Documents. (c) Each resignation shall become effective upon the counter signing of the letter of resignation by the Security Agent.

Resignation of a Guarantor. (a) The Subject to the Terms and Conditions, the Issuer may request that a Guarantor (other than the Issuer) ceases to be a Guarantor by delivering to the Security Agent a letter of resignation specifying the Guarantor and which is signed by the Issuer and that Guarantor, provided that the resignation of such Guarantor is permitted pursuant to the Intercreditor Agreement. (b) The Security Agent shall accept a letter of resignation and notify the Issuer Issuer, the agent under the Terms and Conditions and the Lender of its acceptance if: (i) the Issuer has confirmed that no Event of Default is continuing or would result from the acceptance of the letter of resignation (and the Issuer has confirmed that this is the case in the letter of resignation); (ii) no claim for payment against such Guarantor under this Agreement is outstanding and unpaid; (iii) immediately following where the resignation of Guarantor is also the resigning Guarantor Borrower (as a Guarantordefined in the Super Senior Working Capital Facility), the Issuer will remain in compliance with Security Agent has received a confirmation from the Lender that the Guarantor Cover Threshold of is under no actual or contingent obligations as the Borrower and has resigned and ceased to be the Borrower under the Super Senior Working Capital Facility; (iv) the Issuer has confirmed that the Guarantor is not a Material Group Company (as defined in the Terms and Conditions) or equivalent under the Super Senior Working Capital Facility (if applicable); (ivv) any Transaction Security granted by such Guarantor is released in accordance with the terms of the Terms and Conditions, or, if any, the Intercreditor Agreement; (vi) the Transaction Security granted over the shares of such Guarantor has been released in accordance with the terms of the Terms and Conditions, or, if any, the Intercreditor Agreement; and (vvii) the Transaction Security granted over such Guarantor Agent has been releasedin accordance with received a confirmation from the terms of Lender that it consents to the Intercreditor Agreement. Issuer's request, whereupon that Guarantor shall cease to be a Guarantor and shall have no further rights or obligations as Guarantor under the Secured Senior Finance Documents. (c) Each resignation shall become effective upon the counter signing of the letter of resignation by the Security Agent.