Common use of Retirement and replacement of the Agent Clause in Contracts

Retirement and replacement of the Agent. 20.4.1 The Agent may retire at any time without assigning any reason by giving to the Borrower, the Agent and the Lenders not less than thirty (30) days notice of its intention to do so. Unless the Agent in its notice of retirement nominates any of its associated companies to be its successor, the successor Agent may be appointed by the Majority Lenders (with the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed) during such thirty (30) day period PROVIDED THAT, should they fail to do so, the Agent may then appoint as its successor a reputable and experienced bank with an office in London. 20.4.2 If any Lender is dissatisfied with the Agent and wants it to be replaced, such Lender shall consult with the other relevant Lenders and the Borrower for a period of up to thirty (30) days to decide whether the Agent should be replaced and, if so, by whom (such replacement being one of the relevant Lenders or an associated company thereof). If at the end of such period the relevant Lenders unanimously agree that the Agent should be replaced by a particular Lender or one of its associated companies, and if the Borrower consents in writing to the identity of the proposed replacement (such consent (a) not to be unreasonably withheld and (b) not to be required if an Event of Default has occurred and is continuing), then notice shall be given by the relevant Lenders to the Agent specifying the date, being not fewer than five (5) Business Days after the date of such notice, on which the appointment of the successor Agent is, subject to Clause 20.4.4, to take effect. 20.4.3 For the purposes of this Clause 20.4: (a) an “associated company” of the Agent and/or any Lender shall mean any company which is a holding company of the Agent and/or such Lender or a wholly-owned subsidiary of it or its parent company; and

Retirement and replacement of the Agent. 20.4.1 14.3.1 The Agent may retire at any time without assigning any reason by giving to the Borrower, the Agent Indemnifier and the Lenders Issuers not less than thirty (30) days notice of its intention to do so. Unless the Agent in its notice of retirement nominates any of its associated companies to be its successor, the successor Agent may be appointed by the Majority Lenders Issuers (with the prior written consent of the BorrowerIndemnifier, such consent not to be unreasonably withheld or delayed) during such thirty (30) day period PROVIDED THAT, should they fail to do so, the Agent may then appoint as its successor a reputable and experienced bank with an office in Oslo, Norway or London, England. 20.4.2 14.3.2 If any Lender Issuer is dissatisfied with the Agent and wants it to be replaced, such Lender Issuer shall consult with the other relevant Lenders Issuers and the Borrower Indemnifier for a period of up to thirty (30) days to decide whether the Agent should be replaced and, if so, by whom (such replacement being one of the relevant Lenders Issuers or an associated company thereof). If at the end of such period the relevant Lenders Issuers unanimously agree that the Agent should be replaced by a particular Lender Issuer or one of its associated companies, and if the Borrower Indemnifier consents in writing to the identity of the proposed replacement (such consent (a) not to be unreasonably withheld and (b) not to be required if an Event of Default has occurred and is continuing), then notice shall be given by the relevant Lenders Issuers to the Agent specifying the date, being not fewer than five (5) Business Days after the date of such notice, on which the appointment of the successor Agent is, subject to Clause 20.4.414.3.4, to take effect. 20.4.3 14.3.3 For the purposes of this Clause 20.414.3: (a) an “associated company” of the Agent and/or any Lender Issuer shall mean any company which is a holding company of the Agent and/or such Lender Issuer or a wholly-owned subsidiary of it or its parent company; and

Retirement and replacement of the Agent. 20.4.1 22.4.1 The Agent may retire at any time without assigning any reason by giving to the Borrower, the Agent Borrower and the Lenders not less than thirty (30) days notice of its intention to do so. Unless the Agent in its notice of retirement nominates any of its associated companies to be its successor, the successor Agent may be appointed by the Majority Lenders (with the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed) during such thirty (30) day period PROVIDED THATprovided that, should they fail to do so, the Agent may then appoint as its successor a reputable and experienced bank with an office in London. 20.4.2 22.4.2 If any Lender is dissatisfied with the Agent and wants it to be replaced, such Lender shall consult with the other relevant Lenders and the Borrower for a period of up to thirty (30) days to decide whether the Agent should be replaced and, if so, by whom (such replacement being one of the relevant Lenders or an associated company thereof). If at the end of such period the relevant Lenders unanimously agree that the Agent should be replaced by a particular Lender or one of its associated companies, and if the Borrower consents in writing to the identity of the proposed replacement (such consent (a) not to be unreasonably withheld and (b) not to be required if an Event of Default has occurred and is continuing), then notice shall be given by the relevant Lenders to the Agent specifying the date, being not fewer than five (5) Business Days after the date of such notice, on which the appointment of the successor Agent is, subject to Clause 20.4.422.4.4, to take effect. 20.4.3 22.4.3 For the purposes of this Clause 20.422.4: (a) an “associated company” "ASSOCIATED COMPANY" of the Agent and/or any Lender shall mean any company which is a holding company of the Agent and/or such Lender or a wholly-owned subsidiary of it or its parent company; and

Retirement and replacement of the Agent. 20.4.1 22.4.1 The Agent may retire at any time without assigning any reason by giving to the Borrower, the Agent Borrower and the Lenders not less than thirty (30) days notice of its intention to do so. Unless the Agent in its notice of retirement nominates any of its associated companies to be its successor, the successor Agent may be appointed by the Majority Lenders (with the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed) during such thirty (30) day period PROVIDED THATprovided that, should they fail to do so, the Agent may then appoint as its successor a reputable and experienced bank with an office in London. 20.4.2 22.4.2 If any Lender is dissatisfied with the Agent and wants it to be replaced, such Lender shall consult with the other relevant Lenders and the Borrower for a period of up to thirty (30) days to decide whether the Agent should be replaced and, if so, by whom (such replacement being one of the relevant Lenders or an associated company thereof). If at the end of such period the relevant Lenders unanimously agree that the Agent should be replaced by a particular Lender or one of its associated companies, and if the Borrower consents in writing to the identity of the proposed replacement (such consent (a) not to be unreasonably withheld and (b) not to be required if an Event of Default has occurred and is continuing), then notice shall be given by the relevant Lenders to the Agent specifying the date, being not fewer than five (5) Business Days after the date of such notice, on which the appointment of the successor Agent is, subject to Clause 20.4.422.4.4, to take effect. 20.4.3 22.4.3 For the purposes of this Clause 20.422.4: (a) an “associated company” of the Agent and/or any Lender shall mean any company which is a holding company of the Agent and/or such Lender or a wholly-owned subsidiary of it or its parent company; and