Common use of Resignation of Agents Clause in Contracts

Resignation of Agents. (a) Notwithstanding its irrevocable appointment (but subject to paragraphs (f) and (g) below), each Agent may resign by giving notice to the Lenders and UPC Distribution, in which case the relevant Agent may, following consultation with and with the consent of UPC Distribution (not to be unreasonably withheld or delayed) forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders may with the consent of UPC Distribution (not to be unreasonably withheld or delayed) appoint a reputable and experienced bank as successor Agent. The resignation of the Security Agent is subject to compliance with clause 9.1 (Retirement of Security Agent) of the Security Deed. (b) If the appointment of a successor Agent is to be made by the Majority Lenders but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the retiring Agent may, following consultation with and with the consent of UPC Distribution (not to be unreasonably withheld or delayed), appoint a successor Agent. (c) The resignation of the retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent will succeed to the position of the retiring Facility Agent and the term Facility Agent or Security Agent (as the case may be) will mean the successor Facility Agent or Security Agent, respectively. (d) 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 the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 25 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the relevant Agent and, subject to paragraph (d) above, it shall have no further obligation under any Finance Document. (f) The Majority Lenders may by notice to an Agent require it to resign in accordance with paragraph (a) above. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent. (g) UPC Distribution may, if it is unsatisfied (acting reasonably) with the performance by an Agent of its role as Agent, following a period of consultation with the relevant Agent of not less than 14 days, by notice to that Agent require it to resign in accordance with paragraph (a) above. Such notice must specify the reasons for which UPC Distribution is seeking the Agent’s resignation, which must be based on reasonable grounds. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent.

Resignation of Agents. (a) Notwithstanding its irrevocable appointment (but subject to paragraphs (f) and (g) below), each Each Agent may resign its appointment hereunder at any time without assigning any reason therefor by giving not less than thirty days' prior written notice to that effect to the Lenders Parent and UPC Distribution, each of the other Senior Finance Parties provided that no such resignation shall be effective until a successor for such Agent is appointed in which case accordance with this Clause 19.9 (Resignation of Agents). If the relevant retiring Agent may, following consultation with and with the consent of UPC Distribution (not to be unreasonably withheld or delayed) forthwith appoint one gives notice of its Affiliates as successor Agent or, failing that, the Majority Lenders may with the consent of UPC Distribution (not to be unreasonably withheld or delayed) appoint a resignation then any reputable and experienced bank or other financial institution with offices in London may be appointed as a successor Agentto that Agent by the Majority Banks during the period of such notice but, if no such successor is so appointed, the retiring Agent may appoint a successor itself. The resignation If a successor to such Agent is so appointed, then (i) the retiring Agent shall be discharged from any further obligation hereunder but shall remain entitled to the benefit of the Security Agent is subject to compliance with clause 9.1 provisions of this Clause 19 (Retirement of Security AgentThe Agents and the Arrangers) and (ii) its successor and each of the Security Deedother parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party hereto. (b) If the appointment of a successor Agent is to be made by the Majority Lenders but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the The retiring Agent may, following consultation will co-operate with and with the consent of UPC Distribution (not to be unreasonably withheld or delayed), appoint a successor Agent. (c) The resignation of the retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties in order to ensure that it accepts the appointment. On giving the notification and receiving such approval, its functions are transferred to the successor Agent and will succeed to the position of the retiring Facility Agent and the term Facility Agent or Security Agent (as the case may be) will mean the successor Facility Agent or Security Agent, respectively. (d) The retiring Agent shall, at its own cost, promptly make available to the successor Agent such documents and records and provide such assistance as have been maintained in connection with the Senior Finance Documents in order that the successor Agent may reasonably request for the purposes of performing is able to discharge its functions as the Agent under this Agreementfunctions. (ec) Upon its resignation becoming effective, The provisions of this Clause 25 shall Agreement will continue to in effect for the benefit the of any retiring Agent in respect of any action actions taken or not omitted to be taken by it under or in connection with any event occurring before the Finance Documents while it was the relevant Agent and, subject to paragraph termination of its agency. (d) above, it shall have no further obligation under any Finance Document. (f) The Majority Lenders may by notice to an Agent require it to resign in accordance with paragraph (a) above. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it Security Agent's resignation shall not be entitled take effect until all necessary deeds and documents have been entered into in order to appoint one substitute its successor as holder of its Affiliates as successor Agentthe Security Documents and each other party to this Agreement agrees to promptly enter into any documents reasonably required for this purpose. (g) UPC Distribution may, if it is unsatisfied (acting reasonably) with the performance by an Agent of its role as Agent, following a period of consultation with the relevant Agent of not less than 14 days, by notice to that Agent require it to resign in accordance with paragraph (a) above. Such notice must specify the reasons for which UPC Distribution is seeking the Agent’s resignation, which must be based on reasonable grounds. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent.

Resignation of Agents. (a) Notwithstanding An Agent xxx resign and appoint one of its irrevocable appointment affiliates acting through an office in Sweden as successor by giving notice to the other Agents, the Hedge Counterparties and the Holdco. (but subject to paragraphs (fb) and (g) below), each Alternatively an Agent may resign by giving notice to the Lenders other Agents, the Hedge Counterparties and UPC Distributionthe Holdco, in which case the relevant Agent may, following other Agents (after consultation with and with the consent of UPC Distribution (not to be unreasonably withheld or delayedHoldco) forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders may with the consent of UPC Distribution (not to be unreasonably withheld or delayed) appoint a reputable and experienced bank as successor Agent. The resignation of the Security Agent is subject to compliance with clause 9.1 (Retirement of Security Agent) of the Security Deed. (b) If the appointment of a successor Agent is to be made by the Majority Lenders but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the retiring Agent may, following consultation with and with the consent of UPC Distribution (not to be unreasonably withheld or delayed), appoint a successor Agent. (c) The If the Agents have not agreed upon and appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation of was given, the retiring Agent and (after consultation with the appointment of any Holdco) may appoint a successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent will succeed to the position of the retiring Facility Agent and the term Facility Agent or Security Agent (as the case may be) will mean the successor Facility Agent or Security Agent, respectively. (d) The retiring Agent shall, at its own cost, make available to the its successor Agent such documents and records and provide such assistance as the its successor Agent may reasonably request for the purposes of performing its functions as the Agent under the Secured Finance Documents and this Agreement. (e) Upon its The resignation becoming effective, this Clause 25 notice of an Agent shall continue to benefit only take effect upon the retiring Agent in respect appointment of any action taken or not taken by it under or in connection with the Finance Documents while it was the relevant Agent and, subject to paragraph (d) above, it shall have no further obligation under any Finance Documenta successor. (f) The Majority Lenders may by notice to an Agent require it to resign in accordance with paragraph (a) above. In this eventUpon the appointment of a successor, the relevant retiring Agent shall resign be discharged from any further obligation in accordance with paragraph (a) above but it respect of this Agreement provided however that a retiring Security Agent shall not be remain entitled to appoint one the benefit of its Affiliates as successor Clause 17 (Role of the Security Agent) and 25.5 (Indemnity to the Security Agent). (g) UPC Distribution mayA successor 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. (h) Notwithstanding paragraphs (a)–(g) above: (i) resignation and appointment of the Security Agent is subject to the approval by the Senior Agent (in its sole discretion without any approval or consent from the Senior Noteholders and the New Creditors (if any)), the Super Senior Notes Agent (in its sole discretion without any approval or consent from the Super Senior Noteholders) and the Super Senior RCF Agent; (ii) notwithstanding paragraph (i) above, the Security Agent may resign as Security Agent once the Notes have been redeemed without any prior approval or consent (for the avoidance of doubt even if it is unsatisfied any other Secured Obligations are outstanding); (acting reasonablyiii) with the performance by resignation and appointment of an Agent of its role as Agent, following a period of consultation with the relevant Agent of not less than 14 days, by notice to that Agent require it to resign shall always be made in accordance with paragraph the Secured Finance Documents; and (aiv) above. Such notice must specify a Secured Debt Agent xxx only resign if the reasons for which UPC Distribution is seeking the Agent’s resignation, which must be based on reasonable grounds. In new Secured Debt Agent accedes to this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor AgentAgreement.

Resignation of Agents. (a) 19.16.1 Notwithstanding its irrevocable appointment (but subject to paragraphs (f) and (g) below), each Agent an Administrative Party may resign by giving notice to the Lenders Banks and UPC Distributionthe Parent, in which case the relevant Agent may, Parent may (following consultation with and with the consent of UPC Distribution (not to be unreasonably withheld Banks, or delayedthe relevant Swingline Banks, as the case may be) forthwith appoint one a successor Administrative Party (which shall be a Bank or an Affiliate of a Bank) or, failing that, the retiring Administrative Party shall forthwith appoint its Affiliates as successor Agent or, failing that, the Majority Lenders may with Banks shall appoint the consent of UPC Distribution (not to be unreasonably withheld or delayed) appoint a reputable and experienced bank as successor Agent. The resignation of the Security Agent is subject to compliance with clause 9.1 (Retirement of Security Agent) of the Security DeedAdministrative Party. (b) If the appointment of a successor Agent is to be made by the Majority Lenders but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the retiring Agent may, following consultation with and with the consent of UPC Distribution (not to be unreasonably withheld or delayed), appoint a successor Agent. (c) 19.16.2 The resignation of the retiring Agent Administrative Party and the appointment of any successor Agent Administrative Party will both become effective only upon the successor Agent Administrative Party notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent Administrative Party will succeed to the position of the retiring Facility Agent Administrative Party and the term Facility Agent “Agent”, “US$ Swingline Agent” or Security Agent (as the case may be) “Euro Swingline Agent” will mean the successor Facility Agent, successor US$ Swingline Agent or Security successor Euro Swingline Agent, respectively. (d) 19.16.3 The retiring Agent Administrative Party shall, at its own cost, make available to the its successor Agent such documents and records and provide such assistance as the relevant successor Agent Administrative Party may reasonably request for the purposes of performing its functions as the Agent or the relevant Swingline Agent under this Agreement. (e) 19.16.4 Upon its resignation becoming effective, this Clause 25 19 shall continue to benefit the relevant retiring Agent Administrative Party in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the relevant Agent or, as the case may be, a Swingline Agent, and, subject to paragraph (d) Clause 19.16.3 above, it shall have no further obligation under any Finance Document. (f) The 19.16.5 Notwithstanding the irrevocable appointment of the Agent and the Swingline Agents, after consultation with the Parent, the Majority Lenders may Banks may, by notice to an the Agent or, as the case may be, the relevant Swingline Agent, require it to resign in accordance with paragraph (a) Clause 19.16.1 above. In this event, the Agent or, as the case may be, the relevant Swingline Agent shall resign in accordance with paragraph Clause 19.16.1 above. 19.16.6 An Administrative Party shall resign in accordance with Clause 19.16.1 above if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to that Administrative Party under the Finance Documents: (aA) above but it shall that Administrative Party fails to respond to a request under Clause 10.5 (FATCA) and an Obligor or a Bank reasonably believes that that Administrative Party will not be entitled (or will have ceased to appoint one of its Affiliates be) FATCA Exempt (as successor Agent.defined in Clause 10.6 (FATCA)) on or after that FATCA Application Date; (gB) UPC Distribution maythe information supplied by that Administrative Party pursuant to Clause 10.5 (FATCA) indicates that that Administrative Party will not be (or will have ceased to be) FATCA Exempt on or after that FATCA Application Date; or (C) that Administrative Party notifies an Obligor and the Bank that that Administrative Party will not be (or will have ceased to be) FATCA Exempt on or after that FATCA Application Date, and (in each case) an Obligor or a Bank reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if it is unsatisfied (acting reasonably) with that Administrative Party were FATCA Exempt, and the performance by an Agent of its role as Agent, following Obligor or a period of consultation with the relevant Agent of not less than 14 daysBank, by notice to that Agent require Administrative Party, requires it to resign resign. 19.16.7 If an Administrative Party resigns pursuant to Clause 19.16.6 above: (A) its successor shall be appointed in accordance with paragraph Clause 19.16.1 above; and (aB) above. Such notice must specify such resignation shall only become effective when the reasons for which UPC Distribution is seeking successor Administrative Party notifies all the Agent’s resignation, which must be based on reasonable grounds. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but Parties that it shall not be entitled to appoint one of its Affiliates as successor Agentaccepts such appointment.

Resignation of Agents. (a) Notwithstanding its irrevocable appointment (but subject to paragraphs (f) and (g) below), each Each Agent may resign by giving at any time give notice of its resignation to the Lenders and UPC Distribution, in which case the relevant Agent may, following consultation with and with the consent Borrower. Upon receipt of UPC Distribution (not to be unreasonably withheld or delayed) forthwith appoint one any such notice of its Affiliates as successor Agent or, failing thatresignation, the Majority Required Lenders may with shall have the consent of UPC Distribution (not right, to be unreasonably withheld or delayed) appoint a reputable successor, which shall be a commercial bank organized and experienced bank as successor Agent. The resignation licensed under the laws of the Security Agent is subject to compliance with clause 9.1 (Retirement of Security Agent) of the Security Deed. (b) United States. If the appointment of a no such successor Agent is to be made shall have been so appointed by the Majority Required Lenders but they and shall have not, accepted such appointment within 30 days after such retiring Agent gives notice of its resignation, appointed a successor Agent which accepts the appointment, the then such retiring Agent maymay on behalf of the Lenders, following consultation with and with the prior written consent of UPC Distribution the Borrower (not to be unreasonably withheld or delayedso long as no Event of Default has occurred and is continuing), appoint a successor Agent. Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (c1) The resignation such retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders under any of the Loan Documents, such retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent will succeed to the position of the retiring Facility Agent and the term Facility Agent or Security Agent (as the case may be) will mean the successor Facility Agent or Security Agent, respectively. (d) 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 the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 25 shall continue to benefit hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of such retiring (or retired) Agent, and such retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section), except for its obligations under Section 10.07. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After such retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub‑agents and their respective Related Parties in respect of any action actions taken or not omitted to be taken by it under or in connection with the Finance Documents any of them while it such retiring Agent was the relevant Agent and, subject to paragraph (d) above, it shall have no further obligation under any Finance Document. (f) The Majority Lenders may by notice to acting as an Agent require it to resign in accordance with paragraph (a) above. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent. (g) UPC Distribution may, if it is unsatisfied (acting reasonably) with the performance by an Agent of its role as Agent, following a period of consultation with the relevant Agent of not less than 14 days, by notice to that Agent require it to resign in accordance with paragraph (a) above. Such notice must specify the reasons for which UPC Distribution is seeking the Agent’s resignation, which must be based on reasonable grounds. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent.

Resignation of Agents. (a) Notwithstanding its irrevocable appointment (but subject to paragraphs (f) and (g) below)appointment, each either Agent may resign by giving notice to the Lenders Banks and UPC Distributionthe Borrowers' Agent, in which case the relevant that Agent may, following consultation with and with the consent of UPC Distribution (not to be unreasonably withheld or delayed) forthwith may immediately appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders may Banks may, with the consent of UPC Distribution the Borrowers' Agent (including in relation by fees) (which shall not to be unreasonably withheld or delayed) ), appoint a reputable and experienced bank as successor Agent. The parties agree that any resignation of the US Security Agent is subject to compliance with clause 9.1 (Retirement of Security Agent) shall be governed by the provision of the Security DeedDocuments to which it is a party. (b) If the appointment of a successor Agent is to be made by the Majority Lenders Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the retiring Agent may, following consultation with and with the consent of UPC Distribution (not to be unreasonably withheld or delayed), may appoint a successor AgentAgent (regardless of whether or not the Borrowers' Agent or any other Obligor consents to the appointment). (c) The resignation of the retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approvalnotification, the successor Agent will succeed to the position of the retiring Facility Agent and the term Facility Agent "FACILITY AGENT", "TECHNICAL AGENT" or Security Agent "AGENT" (as the case may be) will mean the successor Facility Agent or Security Agent, respectively. (d) 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 the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 25 21 (The Agents and the Arranger) shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in 76 connection with the Finance Documents while it was the relevant Agent Agent, and, subject to paragraph (d) above, it shall have no further obligation under any Finance Document. (f) The Majority Lenders may by notice to an Agent require it to resign in accordance with paragraph (a) above. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent. (g) UPC Distribution may, if it is unsatisfied (acting reasonably) with the performance by an Agent of its role as Agent, following a period of consultation with the relevant Agent of not less than 14 days, by notice to that Agent require it to resign in accordance with paragraph (a) above. Such notice must specify the reasons for which UPC Distribution is seeking the Agent’s resignation, which must be based on reasonable grounds. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent.