Common use of Resignation of the Facility Agent Clause in Contracts

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom). (d) The retiring Facility Agent shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom). (d) The retiring Facility Agent shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2627. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign by giving 30 days’ notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 20 days after notice of resignation was given, the retiring Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom Hong Kong or Singapore as successor by giving notice to the other Finance Parties and the CompanyAdministrative Borrower. (b) Alternatively the Facility Agent may resign by giving thirty (30) days’ notice to the other Finance Parties and the CompanyAdministrative Borrower, in which case the Majority Lenders (after consultation with the CompanyAdministrative Borrower) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Facility Agent (after consultation with the CompanyAdministrative Borrower) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2625. Its Any 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. (g) After consultation with the CompanyAdministrative Borrower, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively Borrower; alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Facility Agent.; (cb) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (ba) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the CompanyBorrower) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (dc) The retiring Facility Agent shall, at its own cost, shall make available to its successor Facility Agent such documents and records and provide such assistance as its successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (fd) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2624. Its 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. (ge) After consultation with the CompanyBorrower, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (ba) above. In this event, the Facility Agent shall resign in accordance with paragraph (ba) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties Lenders and the CompanyParent. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties Lenders and the CompanyParent, in which case the Majority Lenders (after consultation with the CompanyParent) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the CompanyParent) may appoint a successor Facility Agent (acting through an office in the United Kingdom). (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent's resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2629. Its 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. (g) After The Parent or, after consultation with the CompanyParent, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (aA) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (bB) Alternatively Alternatively, the Facility Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (cC) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (bB) above within 30 days after notice of resignation was given, the Facility Agent may (after consultation with the prior written consent of the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom). (dD) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. This obligation shall not apply in the event the Facility Agent is required to resign pursuant to paragraph (G) below. (eE) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (fF) Upon the appointment of a successor, the a retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26. Its 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 Partyclause 24. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (aA) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (bB) Alternatively Alternatively, the Facility Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (cC) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (bB) above within 30 days after notice of resignation was given, the Facility Agent may (after consultation with the prior written consent of the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom). (dD) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. This obligation shall not apply in the event the Facility Agent is required to resign pursuant to paragraph (G) below. (eE) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (fF) Upon the appointment of a successor, the a retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26clause 23.10. Its 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. (gG) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (bB) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates affiliates acting through an office in the United Kingdom Hong Kong as successor by giving notice to the other Finance Parties and the CompanyBorrower. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the CompanyBorrower) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (d) The retiring Facility Agent shall, at its own cost, shall make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent's resignation notice of the Facility Agent shall only take effect only upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2622 (Role of the Administrative Parties). Its 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. (g) After consultation with the CompanyBorrower, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom European Union as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United KingdomEuropean Union). (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2626.11. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice not less than 10 Business Days to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign by giving not less than 30 days’ notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility AgentAgent (acting through an office in the United Kingdom). (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Senior Finance Documents. (e) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Senior Finance Documents but shall remain entitled to the benefit of this Clause 2629.11. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom London as successor by giving notice to the other Finance Parties Lenders and the Company. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United KingdomLondon). (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the acceptance by a successor, of its appointment of a as successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2632. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with prior consent of the CompanyBorrower (not to be unreasonably withheld)) may appoint a successor Facility AgentAgent from among the Lenders. (cb) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (ba) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the CompanyBorrower) may appoint a successor Facility Agent (acting through an office being a reputable bank or other financial institutions experienced in the United Kingdomtype of transactions contemplated under this Agreement). (dc) The retiring Facility Agent shall, at its own cost, shall make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.. Bridge Facility Agreement 7/60 (ed) The Facility Agent's resignation notice of the Facility Agent shall only take effect only upon the appointment of a successorsuccessor in accordance with this Clause 23.9. (fe) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2623. Its 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. (gf) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent require it to resign in accordance with paragraph (b) above. In this event, the The Facility Agent shall not be required to resign in accordance with paragraph (b) aboveunless there is any gross negligence or wilful misconduct committed by the Facility Agent.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties Lenders and the Company. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the resigning Facility Agent (after consultation with the Company) may appoint a successor Facility Agent. (d) A successor Facility Agent may only be appointed with the approval of the Company (acting through an office in the United Kingdomsuch approval not to be unreasonably withheld or delayed). (de) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (ef) The Such Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (fg) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26. Its 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. (gh) After consultation with the Company, the Majority Lenders may, by notice to the a Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the such Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Facility AgentAgent from among the Lenders. (cb) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (ba) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the CompanyBorrower) may appoint a successor Facility Agent (acting through an office being a reputable bank or other financial institutions experienced in the United Kingdomtype of transactions contemplated under this Agreement). (dc) The retiring Facility Agent shall, at its own cost, shall make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (ed) The Facility Agent's resignation notice of the Facility Agent shall only take effect only upon the appointment of a successorsuccessor in accordance with this Clause 24.9. (fe) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2624. Its 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. (gf) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent require it to resign in accordance with paragraph (b) above. In this event, the The Facility Agent shall not be required to resign in accordance with paragraph (b) aboveunless there is any gross negligence or wilful misconduct committed by the Facility Agent.

Resignation of the Facility Agent. (a) 27.11.1. The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom South Africa as successor by giving notice to the other Finance Parties and the CompanyBorrower. (b) 27.11.2. Alternatively the Facility Agent may resign by giving 30 (thirty) days' notice to the other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Facility Agent. (c) 27.11.3. If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) 27.11.2 above within 30 (thirty) days after notice of resignation was given, the retiring Facility Agent (after consultation with the CompanyBorrower) may appoint a successor Facility Agent (acting through an office in the United KingdomSouth Africa).. K:\Fin\BH005\Matters\N\0000000 - Nedbank - Harmony Gold ZAR Facilities\Documents\Execution versions\Term and Revolving Credit Facilities Agreement.docx 109 (d) 27.11.4. The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) 27.11.5. The Facility Agent's resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) 27.11.6. Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26clause 27. Its Any 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. (g) 27.11.7. After consultation with the CompanyBorrower, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) 27.11.2 above. In this event, the Facility Agent shall resign in accordance with paragraph (b) 27.11.2 above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties Lenders and the CompanyParent. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties Lenders and the CompanyParent, in which case the Majority Lenders (after consultation with the CompanyParent) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the CompanyParent) may appoint a successor Facility Agent (acting through an office in the United Kingdom). (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2629.11. Its 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. (g) After consultation with the CompanyParent, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom London as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United KingdomLondon). (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent's resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties Lenders and the Company. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties Lenders and the Company, in which case the Majority Lenders (after consultation with the agreement of the Company, not to be unreasonably withheld) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the retiring Facility Agent (after consultation with the agreement of the Company, not to be unreasonably withheld) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates affiliates acting through an office in the United Kingdom Hong Kong as successor by giving notice to the other Finance Parties and the CompanyBorrower. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the CompanyBorrower) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (d) The retiring Facility Agent shall, at its own cost, shall make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent's resignation notice of the Facility Agent shall only take effect only upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2623 (Role of the Administrative Parties). Its 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. (g) After consultation with the CompanyBorrower, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a1) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom South Africa as successor by giving notice to the other Finance Parties and the CompanyBorrower. (b2) Alternatively the Facility Agent may resign by giving 30 days' notice to the other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Facility Agent. (c3) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b2) above within 30 days after notice of resignation was given, the retiring Facility Agent (after consultation with the CompanyBorrower) may appoint a successor Facility Agent (acting through an office in the United KingdomSouth Africa). (d4) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e5) The Facility Agent's resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f6) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26clause 27. Its Any 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. (g7) After consultation with the CompanyBorrower, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b2) above. In this event, the Facility Agent shall resign in accordance with paragraph (b2) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively Borrower; alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Facility Agent.; (cb) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (ba) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the CompanyBorrower) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (dc) The retiring Facility Agent shall, at its own cost, shall make available to its successor Facility Agent such documents and records and provide such assistance as its successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (fd) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2625. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates affiliates acting through an office in the United Kingdom Hong Kong as successor by giving notice to the other Finance Parties and the CompanyBorrower. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the CompanyBorrower) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (d) The retiring Facility Agent shall, at its own cost, shall make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent’s resignation notice of the Facility Agent shall only take effect only upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2622. Its 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. (g) After consultation with the CompanyBorrower, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this such event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom). (d) The retiring Facility Agent shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2623. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties Lenders and the Company. (b) Alternatively Alternatively, the Facility Agent may resign by giving notice to the other Finance Parties Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2629.11. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties Lenders and the CompanyABB provided that such successor shall act out of an office in London. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties Lenders and the CompanyABB, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility AgentAgent which will act out of an office in London. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the resigning Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through which will act out of an office in London. (d) A successor Facility Agent may only be appointed with the United Kingdomprior consent of ABB (such consent not to be unreasonably withheld or delayed). (de) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (ef) The Such Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successorsuccessor as contemplated in paragraphs (b) and (c) above. (fg) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26. Its 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. (gh) After consultation with the CompanyABB, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively Borrower; alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Facility Agent.; (cb) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (ba) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the CompanyBorrower) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (dc) The retiring Facility Agent shall, at its own cost, shall make available to its successor Facility Agent such documents and records and provide such assistance as its successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (fd) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2625. Its 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. (ge) After consultation with the CompanyBorrower, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (ba) above. In this event, the Facility Agent shall resign in accordance with paragraph (ba) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom or Belgium as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign and appoint a successor Facility Agent, provided the successor Facility Agent is (i) a Finance Party or an Affiliate of a Finance Party (after consultation with the Company); or (ii) a successor Facility Agent (which is not a Finance Party or an Affiliate of a Finance Party) acceptable to the Majority Lenders (after consultation with the Company), by giving notice to the other Finance Parties and the Company. (c) If the Facility Agent gives notice of its resignation to the Finance Parties and the Company without appointing a successor Facility Agent, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (cd) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (bc) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United KingdomKingdom or Belgium). (de) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (ef) The resignation notice appointment of the successor Facility Agent shall only take effect upon the appointment of a successor. (f) Upon successor Facility Agent accepting the appointment of a successor, and the retiring resigning Facility Agent shall be discharged from any further obligation in respect giving notice of his resignation and of the Finance Documents but shall remain entitled subsequent appointment to the benefit of this Clause 26. Its successor Finance Parties 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates affiliates acting through an office in the United Kingdom European Union as successor by giving notice to the other Finance Parties and the CompanyBorrower. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the CompanyBorrower) may appoint a successor Facility Agent (acting through an office in the United KingdomEuropean Union). (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment and acceptance of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2623.10. Its 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. (g) After consultation with the CompanyBorrower, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving at least 15 Business Day’s prior written notice to the other Finance Parties and the CompanyObligors. (b) Alternatively the Facility Agent may resign by giving at least 15 Business Day’s prior written notice to the other Finance Parties and the CompanyObligors, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom). (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent's resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility AgentAgent with the consent of the Company (such consent not to be unreasonably withheld or delayed) unless the successor Facility Agent is an Arranger or an Affiliate thereof, in which case the consent of the Company shall not be required. (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom). (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (e) The Facility Agent’s resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26. Its 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. (g) After consultation with the Company, Company the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice not less than 10 Business Days to the other Finance Parties and the Company. (b) Alternatively the Facility Agent may resign by giving not less than 30 days' notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility AgentAgent (acting through an office in the United Kingdom). (c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom)Agent. (d) The retiring Facility Agent shall, at its own cost, make available to its the successor Facility Agent such documents and records and provide such assistance as its the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Senior Finance Documents. (e) The Facility Agent's resignation notice of the Facility Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Senior Finance Documents but shall remain entitled to the benefit of this Clause 2629.11. Its 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. (g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.