Common use of Resignation of an Obligor Clause in Contracts

Resignation of an Obligor. (other than the Company and, following a Permitted Reorganisation, AMEC plc) (a) The Company may request that an Obligor (other than the Company and, following a Permitted Reorganisation, AMEC plc) ceases to be an Obligor by giving to the Facility Agent a duly completed Resignation Request. (b) Upon the occurrence of the Trigger Event, the Company will be deemed to have given the Facility Agent a duly completed Resignation Request in respect of each Guarantor (other than the Company and, following a Permitted Reorganisation, AMEC plc). If a Resignation Request is not accepted by the Facility Agent under Subparagraphs (i) and/or (iv) of paragraph (c) below, the Company will be deemed to have given the Facility Agent a duly completed Resignation Request in respect of each Guarantor (other than the Company and, following a Permitted Reorganisation, AMEC plc) at the time Subparagraphs (i) and (iv) of paragraph (c) below cease to apply. (c) The Facility Agent must accept a Resignation Request and notify the Company and the Lenders of its acceptance if: (i) in the case of a Guarantor and prior to the occurrence of the Trigger Event, the Company has provided evidence and computations in form and substance satisfactory to the Facility Agent that the covenant in Subclause 21.5 (Guarantor Cover) will be satisfied following the acceptance of the Resignation Request; (ii) it is not aware that a Default is outstanding or would result from the acceptance of the Resignation Request; (iii) (in the case of a Borrower) no amount owed by that Obligor in its capacity as Borrower under this Agreement is still outstanding; and (iv) (in the case of a Guarantor) no amount owed by that Obligor in its capacity as Guarantor under this Agreement is still outstanding. (d) The Obligor will cease to be a Borrower and/or a Guarantor, as appropriate, when the Facility Agent gives the notification referred to in paragraph (c) above. (e) An Obligor (other than the Company or, following a Permitted Reorganisation, AMEC plc) may also cease to be an Obligor in any other manner approved by the Majority Lenders.

Resignation of an Obligor. (other than the Company and, following a Permitted Reorganisation, AMEC plc) (a) The Company may request that an Obligor (other than the Company and, following a Permitted Reorganisation, AMEC plc) ceases to be an Obligor by giving to the Facility Agent a duly completed Resignation Request. (b) Upon the occurrence of the Trigger Event, the Company will be deemed to have given the Facility Agent a duly completed Resignation Request in respect of each Guarantor (other than the Company and, following a Permitted Reorganisation, AMEC plc). If a Resignation Request is not accepted by the Facility Agent under Subparagraphs (i) and/or (iv) of paragraph (c) below, the Company will be deemed to have given the Facility Agent a duly completed Resignation Request in respect of each Guarantor (other than the Company and, following a Permitted Reorganisation, AMEC plc) at the time Subparagraphs (i) and (iv) of paragraph (c) below cease to apply. (c) The Facility Agent must accept a Resignation Request and notify the Company and the Lenders of its acceptance if: (i) in the case of a Guarantor and prior to the occurrence of the Trigger Event, the Company has provided evidence and computations in form and substance satisfactory to the Facility Agent that the covenant in Subclause 21.5 19.5 (Guarantor Cover) will be satisfied following the acceptance of the Resignation Request; (ii) it is not aware that a Default is outstanding or would result from the acceptance of the Resignation Request; (iii) (in the case of a Borrower) no amount owed by that Obligor in its capacity as Borrower under this Agreement is still outstanding; and (iv) (in the case of a Guarantor) no amount owed by that Obligor in its capacity as Guarantor under this Agreement is still outstanding. (d) The Obligor will cease to be a Borrower and/or a Guarantor, as appropriate, when the Facility Agent gives the notification referred to in paragraph (c) above. (e) An Obligor (other than the Company or, following a Permitted Reorganisation, AMEC plc) may also cease to be an Obligor in any other manner approved by the Majority Lenders.

Resignation of an Obligor. (other than the Company and, following a Permitted Reorganisation, AMEC plcCompany) (a) The Company may request that an Obligor (other than the Company and, following a Permitted Reorganisation, AMEC plcCompany) ceases to be an Obligor by giving to the Facility Agent a duly completed Resignation Request. (b) Upon the occurrence of the Trigger Event, the Company will be deemed to have given the Facility Agent a duly completed Resignation Request in respect of each Guarantor (other than the Company and, following a Permitted Reorganisation, AMEC plc). If a Resignation Request is not accepted by the Facility Agent under Subparagraphs (i) and/or (iv) of paragraph (c) below, the Company will be deemed to have given the Facility Agent a duly completed Resignation Request in respect of each Guarantor (other than the Company and, following a Permitted Reorganisation, AMEC plc) at the time Subparagraphs (i) and (iv) of paragraph (c) below cease to apply. (c) The Facility Agent must accept a Resignation Request and notify the Company and the Lenders of its acceptance if: (i) in the case of a Guarantor, the Guarantor is being disposed of by way of a Third Party Disposal and prior to the occurrence of the Trigger Event, the Company has provided evidence and computations in form and substance satisfactory confirmed that this is the case or all Lenders have consented to the Facility Agent that the covenant in Subclause 21.5 (Guarantor Cover) will be satisfied following the acceptance of the Resignation Request; (ii) in the case of a Borrower, all Lenders have consented to the Resignation Request; (iii) it is not aware that a Default is outstanding or would result from the acceptance of the Resignation Request; (iiiiv) the Company has confirmed that the proceeds stemming from such disposal will be applied in accordance with Clause 11.5 (in the case Mandatory prepayment — disposals) and Clause 11.7 (Application of a BorrowerNet Proceeds and Net Funds); and (v) no amount owed by that Obligor in its capacity as Borrower under this Agreement is still outstanding; and (iv) (in the case of a Guarantor) no amount owed by that Obligor in its capacity as Guarantor under this Agreement or any other Finance Document is still outstanding. (dc) The Obligor will cease to be a Borrower and/or a Guarantor, as appropriate, when the Facility Agent counter-signs the Resignation Request and gives the notification referred to in paragraph (cb) above. Each Party (other than the Company) irrevocably authorises the Facility Agent to counter-sign and thereby ratify on its behalf any duly completed Resignation Request and for these purposes each Party (other than the Company) hereby releases the Facility Agent from the restrictions provided for in Section 181 of the German Civil Code (Bürgerliches Gesetzbuch). (ed) An Obligor (other than the Company or, following a Permitted Reorganisation, AMEC plcCompany) may also cease to be an Obligor in any other manner approved by the Majority Lenders.

Resignation of an Obligor. (other than the Company and, following a Permitted Reorganisation, AMEC plc) (a) The Company Parent may request that an Obligor (other than the Company and, following a Permitted Reorganisation, AMEC plc) ceases to be an Obligor a Borrower by giving delivering a Resignation Letter to the Facility Agent a duly completed Resignation RequestAgent. (b) Upon the occurrence of the Trigger Event, the Company will The Parent may request that an Obligor ceases to be deemed to have given the Facility Agent a duly completed Resignation Request in respect of each Guarantor (other than the Company and, following a Permitted Reorganisation, AMEC plc). If by delivering a Resignation Request is not accepted by Letter to the Facility Agent under Subparagraphs if: (i) and/or that Obligor or any member of the Group which is its Holding Company is the subject of a transaction not prohibited by this Agreement pursuant to which it will cease to be a member of the Group; (ii) that Obligor is the subject of a Permitted Reorganisation pursuant to which it is to be liquidated, wound up or dissolved (or pursuant to which it will otherwise cease to exist or will no longer be a Material Subsidiary); (iii) that Obligor is designated as an Unrestricted Subsidiary in accordance with the terms of this Agreement or any event occurs after which the Obligor is no longer a Restricted Subsidiary; (iv) to the extent that the Obligor is not an Immaterial Subsidiary solely due to the operation of paragraph (ci) belowof the definition of “Immaterial Subsidiary, the Company will be deemed guarantee referred to have given in such paragraph is released,” (v) in the Facility Agent case of a duly completed Resignation Request in respect member of each the Group which became a Guarantor as a result of its guarantee of other Indebtedness of an Obligor (other than each, an “Other Guarantee”) pursuant to the Company and, following a Permitted Reorganisation, AMEC plc) at the time Subparagraphs paragraph 7 (i) and (ivLimitation on Guarantees) of paragraph Schedule 15 (cGeneral Undertakings), such Obligor is released from all of the relevant Indebtedness guaranteed, except a release as a result of the repayment in full of such Indebtedness (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); (vi) below cease Investment Grade Status of the Notes is achieved provided that such member of the Group shall accede to applythis Agreement as a Guarantor in accordance with Clause 29.4 (Additional Guarantors) upon the Reversion Date; or (vii) Super Majority Lenders have consented to the resignation of that Obligor. (c) The Facility Agent must shall accept a Resignation Request Letter and notify the Company Parent and the Lenders other Finance Parties of its acceptance ifif the conditions set out in paragraph (c) have been satisfied and: (i) in the case of the resignation of a Guarantor and prior to the occurrence of the Trigger Event, the Company has provided evidence and computations in form and substance satisfactory to the Facility Agent that the covenant in Subclause 21.5 (Guarantor Cover) will be satisfied following the acceptance of the Resignation Request;Borrower: (iiA) it is not aware the Parent has confirmed that a no Event of Default is outstanding continuing or would result from the acceptance of the Resignation RequestLetter; (B) no amounts utilised by it as a Borrower remain outstanding under this Agreement (or will be outstanding at the time of resignation); and (C) it is under no actual or contingent obligations as a Borrower under this Agreement (for the avoidance of doubt, excluding any general obligation to comply with the terms of this Agreement); or (ii) in the case of the resignation of a Guarantor: (A) that Guarantor is not a Borrower (unless it will also cease to be a Borrower at or prior to the time at which its resignation as a Guarantor becomes effective); (B) the Parent has confirmed that no Event of Default is continuing or would result from the acceptance of the Resignation Letter; and (C) no payment is due and payable from that Guarantor under Clause 23.1 (Guarantee and Indemnity); or (iii) (in where the case of relevant Obligor is resigning as both a Borrower) no amount owed by that Obligor in its capacity as Borrower under this Agreement is still outstanding; and (iv) (in the case of and a Guarantor, each of the conditions set out in this paragraph (c) no amount owed by that Obligor in its capacity as Guarantor under this Agreement is still outstandingare satisfied. (d) The Obligor will Subject to paragraph (e) below, upon notification by the Agent to the Parent of its acceptance of the resignation of a Borrower or a Guarantor, that entity shall cease to be a Borrower and/or or a Guarantor, Guarantor (as appropriate, when applicable) and shall have no further rights or obligations under the Facility Agent gives Finance Documents as a Borrower or a Guarantor (as applicable). (e) The resignation of an Obligor shall not be effective until the notification date of or until the confirmation of the Parent referred to in paragraph (cc)(i)(A) above. or (ec)(ii)(A) An Obligor (other than the Company orabove is received, following a Permitted Reorganisation, AMEC plc) may also at which time that entity shall cease to be an Obligor in any other manner approved by and shall have no further rights or obligations under the Majority LendersFinance Documents as an Obligor.