Common use of Retirement of Agent Clause in Contracts

Retirement of Agent. (a) The Agent may retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agent: (i) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (ii) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed). Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent and the Banks. (b) Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement (but shall continue to have the benefit of this clause 18 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the Parent) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreement.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrowers and each of the Banks and each of the Swap Providers not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Providers as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks and the Swap Providers hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the BanksBanks and the Swap Providers. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may retire from its appointment as Agent under this Agreement may, having given to the Parent Borrowers and each of the Banks and each of the Swap Providers not less than 30 fifteen (15) days' notice of its intention to do so, retire from its appointment as Agent under this Agreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Providers as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks and the Swap Providers hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the BanksBanks and the Swap Providers. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrowers, each of the Banks and the Swap Provider not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Provider as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Parent Banks and the BanksSwap Provider. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrowers and each of the Banks and each of the Swap Providers not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Providers as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks and the Swap Providers hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the retiring Agent with the consent of the Parent (not to be unreasonably withheld or delayed). Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the BanksBanks and the Swap Providers. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) The Agent may retire from its appointment as Agent under this Agreement and the relevant Security Documents having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Banks after consultation with the Parent as a successor agent: (i) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (ii) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)Agent. Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the relevant Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this AgreementAgreement or any relevant Security Document, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent and the Banks. (b) Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement and any relevant Security Documents (but shall continue to have the benefit of this clause 18 19 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement and any relevant Security Documents shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement or any relevant Security Documents in place of the retiring Agent. The retiring Agent shall (at the expense of the Parent) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this AgreementAgreement and any relevant Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may retire from its appointment as Agent under this Agreement may, having given to the Parent Borrowers and each of the Banks Lenders and the Swap Provider not less than 30 fifteen (15) days' notice of its intention to do so, retire from its appointment as Agent under this Agreement, provided that no such retirement shall take effect unless there has been appointed by the Banks Lenders and the Swap Provider as a successor agent: (ia) a Bank Related Company of the Agent nominated by the Agent which the Lenders and the Swap Provider hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Lender nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) Lenders or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Parent Lenders and the BanksSwap Provider. Prior to any such successor being appointed and provided no Default has occurred and is continuing, the Agent agrees to obtain the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed). (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrower and each of the Banks not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the Banks. Prior to any such successor being appointed, the Agent agrees to consult with the Borrower as to the identity of the proposed successor and to take account of any reasonable objections which the Borrower may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrower) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrowers and each of the Banks and the Swap Provider not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Provider as a successor agent: (ia) a reputable and experienced bank nominated by the Borrowers and accepted by the Majority Banks in their reasonable discretion or, failing such nomination or acceptance, (b) a Related Company of the Agent nominated by the Agent which the Banks and the Swap Provider hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (c) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iid) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Parent Banks and the BanksSwap Provider. Prior to any such successor being appointed the Agent agrees to consult with the Borrowers as to the identity of the proposed successor. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the Parentits own expense) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrowers and each of the Banks not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the Banks. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents. 16.13.3 The Agent shall retire in accordance with clause 16.13.1 above if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Security Documents, either: (a) the Agent fails to respond to a request under clause 8.1.17 and a Bank reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (b) the information supplied by the Agent pursuant to clause 8.1.17 indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (c) the Agent notifies the Borrowers and the Banks that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date, and (in each case) a Bank believes that a Party may be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Bank, by notice to the Agent, requires it to resign.

Retirement of Agent. (a) 16.13.1 The Agent may may, (having given to the Borrowers, each of the Banks and the Swap Provider not less than fifteen (15) days’ notice of its intention to do so), retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Provider as a successor agent: (ia) a Bank nominated within a period of twenty eight (28) days by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iib) any reputable and experienced bank or financial institution with offices experienced in London shipping finance nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Parent Banks and the BanksSwap Provider. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may retire from its appointment as Agent under this Agreement may, having given to the Parent Borrower and each of the Banks Banks, the Issuing Bank and the Account Bank not less than 30 ninety (90) days' notice of its intention to do so, retire from its appointment as Agent under this Agreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Issuing Bank as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks and the Issuing Bank hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the BanksBanks and the Issuing Bank. Prior to any such successor being appointed, the Agent agrees to consult with the Borrower as to the identity of the proposed successor and to take account of any reasonable objections which the Borrower may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the Parentits own expense) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 19.14.1 The Agent may retire from its appointment as Agent under this Agreement having given to the Parent and Original Borrower, each of the Banks and the Working Capital Bank not less than 30 days' notice of its intention to do so, so and provided that no such retirement shall take effect unless there has been appointed by the Banks and the Working Capital Bank as a successor agentAgent: (ia) a Bank nominated by the Majority Banks with the consent of the Parent Original Borrower (not to be unreasonably withheld or delayed) or, failing such a nomination,, 74 77 (iib) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent Original Borrower (not to be unreasonably withheld or delayed). Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent Original Borrower, the Banks and the BanksWorking Capital Bank. (b) 19.14.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement (but shall continue to have the benefit of this clause 18 19 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentOriginal Borrower) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Finance Documents.

Retirement of Agent. (a) The Agent may retire from its appointment as Agent under this Agreement having given to the Parent Borrower and each of the Banks not less than 30 days' notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agent: (i) a Bank nominated by the Majority Banks with the consent of the Parent Borrower (not to be unreasonably withheld or delayed) or, failing such a nomination, (ii) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent Borrower (not to be unreasonably withheld or delayed). Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent Borrower and the Banks. (b) Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement (but shall continue to have the benefit of this clause 18 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrower) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreement.

Retirement of Agent. (a) The Agent may retire from its appointment as Agent under this Agreement having given to the Parent Borrowers and each of the Banks not less than 30 days' prior written notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Banks Xxxxx as a successor agent: (i) a Bank nominated by the Majority Banks with the consent of the Parent Borrowers (not to be unreasonably withheld or delayed) or, failing such a nomination, (ii) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent Borrowers (not to be unreasonably withheld or delayed). 72 Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent UPCF and the Banks. (b) Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement (but shall continue to have the benefit of this clause 18 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the reasonable expense of the ParentUPCF) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreement.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrowers and each of the Banks not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. and, in any case, such successor agent shall have duly accepted such appointment. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent and each Security Party, the Banks. Prior to any such successor being appointed and provided no Default has occurred and is continuing, the Agent agrees to obtain the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrowers and each of the Banks and the Swap Provider not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Provider as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks and the Swap Provider hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Parent Banks and the BanksSwap Provider. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrowers and each of the Banks and the Swap Providers not less than thirty (30) days’ prior written notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Providers as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks and the Swap Providers hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent retiring Agent, Provided that in the case of appointment of a successor agent in accordance with paragraphs (b) and (c) of this clause 16.13.1, the appointment shall be made with the prior written consent of the Parent Borrowers (such consent not to be unreasonably withheld or delayedand the request for which to be promptly responded to). Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, HoldCo, the Parent Banks and the BanksSwap Providers. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may retire from its appointment as Agent under this Agreement (having given to the Parent Borrowers, the Swap Provider and each of the Banks not less than 30 thirty (30) days' notice of its intention to do so) retire from its appointment as Agent under this Agreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Provider as a successor agent: (ia) a Bank Related Company of the Agent nominated by the Majority Agent which the Banks with and the consent of the Parent (not Swap Provider hereby irrevocably and unconditionally agree to be unreasonably withheld or delayed) appoint or, failing such a nomination, (iib) a Bank nominated by the Majority Banks or, failing such a nomination, (c) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent; and such successor agent shall have accepted such appointment. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Parent Banks and the BanksSwap Provider. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may retire from its appointment as Agent under this Agreement may, having given to the Parent Borrower, the Swap Provider and each of the Banks not less than 30 thirty (30) days' notice of its intention to do so, retire from its appointment as Agent under this Agreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Provider as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks and the Swap Provider hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent; and such successor agent shall have accepted such appointment. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Parent Banks and the BanksSwap Provider. Prior to any such successor being appointed, the Agent agrees to consult with the Borrower as to the identity of the proposed successor and to take account of any reasonable objections which the Borrower may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrower) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 19.14.1 The Agent may retire from its appointment as Agent under this Agreement having given to the Parent and Original Borrower, each of the Banks not less than 30 days' notice of its intention to do so, 73 90 so and provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agentAgent: (ia) a Bank nominated by the Majority Banks with the consent of the Parent Original Borrower (not to be unreasonably withheld or delayed) or, failing such a nomination, (iib) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent Original Borrower (not to be unreasonably withheld or delayed). Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent Original Borrower and the Banks. (b) 19.14.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement (but shall continue to have the benefit of this clause 18 19 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentOriginal Borrower) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Finance Documents.

Retirement of Agent. (a) 16.13.1 The Agent may retire from its appointment as Agent under this Agreement may, having given to the Parent Borrowers and each of the Banks and the Swap Provider not less than 30 fifteen (15) days' notice of its intention to do so, retire from its appointment as Agent under this Agreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Provider as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks and the Swap Provider hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent and under this Agreement the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the BanksBanks and the Swap Provider. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) The Agent may retire from its appointment as Agent under this Agreement and/or the relevant Security Documents having given to the Parent Borrower and each of the Banks not less than 30 days' notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Banks (after consultation with the Borrower) as a successor agent: (i) a Bank Bank; or (ii) any other reputable and experienced financial institution with offices in London nominated and accepted by the Majority Banks with and to which the Borrower has given its consent of the Parent (such consent not to be unreasonably withheld or delayed) ); or, failing such a nomination,; or (iiiii) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with and to which the Borrower has given its consent of the Parent (such consent not to be unreasonably withheld or delayed). Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent and the Banks. (b) All of the Banks (other than the Agent, in its capacity as a Bank) may, having given to the Agent not less than 30 days' notice of the intention to do so, remove the Agent from its appointment as such under the Agreement. The removal shall automatically be of effect on the expiry of the notice save, where the Banks (other than the Agent, in its capacity as a Bank) shall have failed to appoint a successor agent falling within the requirements of clause 19.11(a) (i) or (ii), in which case the removal shall be deferred until such appointment is made. The Banks (other than the Agent, in its capacity as a Bank) shall immediately notify the Agent in writing of their making such appointment. (c) Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement (but shall continue to have and/or the benefit of this clause 18 in respect of any action it has taken or refrained from taking prior to such discharge) relevant Security Documents and its successor and each of the other parties to this Agreement and/or the relevant Security Documents shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement and/or the relevant Security Documents in place of the retiring Agent. The retiring Agent shall (at the expense of the Parent) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreement.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrowers and each of the Banks not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the Banks. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) The 27.1 If the Agent may retire from its appointment as Agent under this Agreement having given wishes at any time to retire, it shall notify the Parent Company and each of the Banks not less than 30 days' notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agent: (i) a Bank nominated by so whereupon the Majority Banks after consultation with the consent Parent Company may in writing appoint a successor Agent which shall in any event be a Bank with an office in London. If such a successor has not been appointed and accepted office in writing within thirty days after the Agent's notice of proposed retirement, the Agent may within a further fourteen days give to the Parent Company and the Banks fourteen days' prior written notice nominating an alternative successor Agent which shall in any event be a Bank with an office in London. 27.2 Unless the Majority Banks shall have appointed a successor which has accepted office within such notice period of fourteen days, then, upon the expiry of such fourteen day period and upon the written acceptance in such form as the Banks may unanimously approve (such approval not to be unreasonably withheld or delayed) orof its nomination by the Agent's nominee as successor Agent, failing such nominee shall be deemed to have been appointed to the office of Agent. 27.3 With effect from the date that a nomination,successor is appointed and accepts the office of Agent and executes such necessary documentation in accordance with the foregoing provisions: (iia) any reputable and experienced bank or financial institution with offices in London nominated as regards the Banks, such successor shall become bound by all the obligations of the Agent with and become entitled to all the consent rights, privileges, powers, authorities and discretions of the Parent (not to be unreasonably withheld or delayed). Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent and the Banks.; (b) Upon any such successor as aforesaid being appointed, the agency of the retiring Agent shall terminate and the retiring Agent shall be discharged from any further liability or obligation under this Agreement, but without prejudice to any liabilities which the retiring Agent may have incurred prior to the termination of its agency; (c) the costs, charges and expenses of the retiring Agent shall be discharged if recoverable under the provisions hereof; and (d) the provisions of this Agreement (but and the Loan Documents shall continue to have in effect for the benefit of this clause 18 any retiring Agent in respect of any action it has actions taken or refrained from taking prior omitted to such discharge) and its successor and each of be taken by it or any event occurring before the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the Parent) provide its successor with copies of such termination of its records as its successor reasonably requires to carry out its functions under this Agreementagency.

Retirement of Agent. (a) 16.13.1 The Agent may retire from its appointment as Agent under this Agreement may, having given to the Parent Borrowers and each of the Banks and the Swap Provider not less than 30 fifteen (15) days' notice of its intention to do so, retire from its appointment as Agent under this Agreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Provider as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks and the Swap Provider hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the BanksBanks and the Swap Provider. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreement.the Security Documents,

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrower and each of the Banks hot less than thirty (30) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent, and such successor agent shall have accepted such appointment. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent and each Security Party, the Banks. Prior to any such successor being appointed, the Agent agrees to consult with the Borrower as to the identity of the proposed successor and to take account of any reasonable objections which the Borrower may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrower) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may may, (having given to the Borrowers, the Swap Provider and each of the Banks not less than thirty (30) days’ notice of its intention to do so), retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Provider as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks and the Swap Provider hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the retiring Agent with the consent of the Parent (not to be unreasonably withheld or delayed)and such successor agent shall have accepted such appointment. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Parent Banks and the BanksSwap Provider. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may retire from its appointment as Agent under this Agreement may, (having given to the Parent and Borrowers, each of the Banks and the Swap Provider not less than 30 fifteen (15) days' notice of its intention to do so), retire from its appointment as Agent under this Agreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Provider as a successor agent: (ia) a Bank Related Company of the Agent nominated by the Majority Agent which the Banks with the consent of the Parent (not hereby irrevocably and unconditionally agree to be unreasonably withheld or delayed) appoint or, failing such a nomination, (iib) a Bank nominated within a period of twenty eight (28) days by the Majority Banks or, failing such a nomination, (c) any reputable and experienced bank or financial institution with offices experienced in London shipping finance nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Parent Banks and the BanksSwap Provider. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 19.13.1 The Agent may retire from its appointment as Agent under this Agreement and the relevant Bank Finance Documents having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Banks after consultation with the Parent as a successor agent: (ia) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iib) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)Agent. Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the relevant Bank Finance Documents without the execution or filing of any document or any further act on the part of any of the parties to this AgreementAgreement or, as the case may be, the relevant Bank Finance Documents, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent and the Banks. (b) 19.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement and the relevant Bank Finance Documents (but shall continue to have the benefit of this clause 18 19 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement or, as the case may be, the relevant Bank Finance Documents shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement or, as the case may be, the relevant Bank Finance Documents in place of the retiring Agent. The retiring Agent shall (at the expense of the Parent) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementas such.

Retirement of Agent. (a) The Agent may retire from its appointment as Agent under this Agreement and/or the relevant Security Documents having given to the Parent Borrower and each of the Banks not less than 30 days' notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Banks (after consultation with the Borrower) as a successor agent: (i) a Bank Bank; or (ii) any other reputable and experienced financial institution with offices in London nominated and accepted by the Majority Banks with and to which the Borrower has given its consent of the Parent (such consent not to be unreasonably withheld or delayed) ); or, failing such a nomination,; (iiiii) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with and to which the Borrower has given its consent of the Parent (such consent not to be unreasonably withheld or delayed). Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent and the Banks. (b) All of the Banks (other than the Agent, in its capacity as a Bank) may, having given to the Agent not less than 30 days' notice of the intention to do so, remove the Agent from its appointment as such under the Agreement. The removal shall automatically be of effect on the expiry of the notice save, where the Banks (other than the Agent, in its capacity as a Bank) shall have failed to appoint a successor agent falling within the requirements of clause 18.11(a) (i) or (ii), in which case the removal shall be deferred until such appointment is made. The Banks (other than the Agent, in its capacity as a Bank) shall immediately notify the Agent in writing of their making such appointment. (c) Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement (but shall continue to have and/or the benefit of this clause 18 in respect of any action it has taken or refrained from taking prior to such discharge) relevant Security Documents and its successor and each of the other parties to this Agreement and/or the relevant Security Documents shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement and/or the relevant Security Documents in place of the retiring Agent. The retiring Agent shall (at the expense of the Parent) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreement.

Retirement of Agent. (a) The Agent may retire from its appointment as Agent under this Agreement having given to the Parent Borrower and each of the Banks not less than 30 days' notice of its intention to do so, so and provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agentAgent: (i) a Bank nominated by the Majority Banks with the consent of the Parent Borrower (not to be unreasonably withheld or delayed) or, failing such a nomination, (ii) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent Borrower (not to be unreasonably withheld or delayed). Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent Borrower and the Banks. (b) Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement (but shall continue to have the benefit of this clause 18 19 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrower) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Finance Documents.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrower and each of the Lenders not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks Lenders as a successor agent: (i) a Bank company in the same group of companies as the Agent nominated by the Agent, (ii) a Lender nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) Lenders or, failing such a nomination, (iiiii) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, the Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the BanksLenders. Prior to any such successor being appointed, the Agent agrees to consult with the Borrower and the Lenders as to the identity of the proposed successor and to take account of any reasonable objections which the Borrower and the Lenders may raise to such successor being appointed. (b) 16.13.2 If the Majority Lenders, acting reasonably, are of the opinion that the Agent is unable to fulfil its obligations under this Agreement in a professional and acceptable manner, then they may require the Agent, by written notice, to resign in accordance with clause 16.13.1, which the Agent shall promptly do, and the terms of clause 16.13.1 shall apply to the appointment of any substitute Agent, save that the same shall be appointed by the Majority Lenders and not by all of the Lenders. 16.13.3 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the Parentits own expense) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrower and each of the Lenders not less than fifteen (15) days’ notice of its intention to do so and shall if required from the Majority Lenders, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks Lenders as a successor agent: (ia) a Bank Related Company of the Agent nominated by the Agent which the Lenders hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Lender nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) Lenders or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the BanksLenders. Prior to any such successor being appointed, the Agent agrees to consult with the Borrower as to the identity of the proposed successor and to take account of any reasonable objections which the Borrower may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at no expense to the expense of the ParentBorrower) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may may, (having given to the Borrowers, each of the Banks and the Swap Provider not less than thirty (30) days’ notice of its intention to do so), retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks and the Swap Provider as a successor agent: (ia) a Bank nominated within a period of twenty eight (28) days by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iib) any reputable and experienced bank or financial institution with offices experienced in London shipping finance nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Parent Banks and the BanksSwap Provider. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may retire from its appointment as Agent under this Agreement may, having given to the Parent Borrower and each of the Banks Lenders not less than 30 fifteen (15) days' ’ notice of its intention to do so, retire from its appointment as the Agent under this Agreement, provided that no such retirement shall take effect unless there has been appointed by the Banks Lenders as a successor agent: (ia) a Bank company in the same group of companies as the Agent nominated by the Agent, (b) a Lender nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) Lenders or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, the Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent each Security Party and the BanksLenders. Prior to any such successor being appointed, the Agent agrees to consult with the Borrower and the Lenders as to the identity of the proposed successor and to take account of any reasonable objections which the Borrower and the Lenders may raise to such successor being appointed. (b) 16.13.2 If the Majority Lenders, acting reasonably, are of the opinion that the Agent is unable to fulfil its obligations under this Agreement in a professional and acceptable manner, then they may require the Agent, by written notice, to resign in accordance with clause 16.13.1, which the Agent shall promptly do, and the terms of clause 16.13.1 shall apply to the appointment of any substitute Agent, save that the same shall be appointed by the Majority Lenders and not by all of the Lenders. 16.13.3 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the Parentits own expense) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) 16.13.1 The Agent may retire from its appointment as Agent under this Agreement may, having given to the Parent Borrowers and each of the Banks not less than 30 fifteen (15) days' notice of its intention to do so, retire from its appointment as Agent under this Agreement, provided that no such retirement shall take effect unless there has been appointed by the Banks as a successor agent: (ia) a Related Company of the Agent nominated by the Agent which the Banks hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (b) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iic) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. and, in any case, such successor agent shall have duly accepted such appointment. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent and each Security Party, the Banks. Prior to any such successor being appointed and provided no Default has occurred and is continuing, the Agent agrees to obtain the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the ParentBorrowers) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.

Retirement of Agent. (a) The Subject to clause 17.15, the Agent may retire from its appointment as Agent under this Agreement having given to the Parent Borrower and each of the Banks Lenders not less than 30 days' notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Banks Lenders (with the consent of the Borrower pursuant to clause 17.15) as a successor agent: (i) a Bank Lender nominated by the Majority Banks with the consent of the Parent Lenders; or (not to be unreasonably withheld or delayedii) or, failing such a nomination, (ii) , any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)Agent. Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to the Parent parent and the BanksLenders. (b) Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement (but shall continue to have the benefit of this clause 18 17 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the Parent) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreement.

Retirement of Agent. (a) 16.13.1 The Agent may may, having given to the Borrowers and each of the Banks, the Issuing Bank and the Swap Provider not less than fifteen (15) days’ notice of its intention to do so, retire from its appointment as Agent under this Agreement having given to the Parent and each of the Banks not less than 30 days' notice of its intention to do soAgreement, provided that no such retirement shall take effect unless there has been appointed by the Banks Banks, the Issuing Bank and the Swap Provider as a successor agent: (ia) a reputable and experienced bank nominated by the Borrowers and accepted by the Majority Banks in their reasonable discretion or, failing such nomination or acceptance, (b) a Related Company of the Agent nominated by the Agent which the Banks, the Issuing Bank and the Swap Provider hereby irrevocably and unconditionally agree to appoint or, failing such nomination, (c) a Bank nominated by the Majority Banks with the consent of the Parent (not to be unreasonably withheld or delayed) or, failing such a nomination, (iid) any reputable and experienced bank or financial institution with offices in London nominated by the Agent with the consent of the Parent (not to be unreasonably withheld or delayed)retiring Agent. Any corporation into which the retiring Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, Agreement and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Parent Banks, the Issuing Bank and the BanksSwap Provider. Prior to any such successor being appointed the Agent agrees to consult with the Borrowers as to the identity of the proposed successor. (b) 16.13.2 Upon any such successor as aforesaid being appointed, the retiring Agent shall be discharged from any further obligation under this Agreement the Security Documents (but shall continue to have the benefit of this clause 18 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Agent. The retiring Agent shall (at the expense of the Parentits own expense) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under this Agreementthe Security Documents.