Common use of RTZ Transactions Clause in Contracts

RTZ Transactions. PTFI has appointed the Administrative Agent to be the Operator Selection Representative for all purposes of the FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa and has irrevocably and unconditionally agreed that upon the occurrence of an Event of Default, the Administrative Agent may, in addition to any other remedy available thereunder or under any other Loan Document thereunder, remove PTFI as Operator under the Contract of Work and appoint a replacement Operator, which shall be PT Rio Tinto Indonesia or an Affiliate of PT Rio Tinto Indonesia designated by PT Rio Tinto Indonesia if PT Rio Tinto Indonesia timely elects to exercise its designation rights provided in Section 2(a) of the Operator Replacement Agreement and meets the other conditions to such designation right set forth in such Section 2(a). PTFI has also irrevocably and unconditionally agreed that the Administrative Agent, acting as the Operator Selection Representative under the FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa, shall also have the right to designate a successor Operator under the circumstances provided in Section 2(b) of the Operator Replacement Agreement. PTFI has further agreed that it will not appoint any other Operator Selection Representative other than the Administrative Agent (or, except as provided to PT Rio Tinto Indonesia in the Participation Agreement, grant any other Person the right to remove PTFI (or any successor operator for the Project) as Operator under any circumstances) and that it will not approve or enter into any management agreement with a successor Operator appointed under the Operator Replacement Agreement unless and until the Administrative Agent has approved the terms of such management agreement. PTFI has also agreed that the Administrative Agent shall be entitled to exercise PTFI’s rights under the Participation Agreement (including the financial and accounting procedures) referred to in Section 6(c) of the FI Intercreditor Agreement to the exclusion of PTFI after the occurrence of an Event of Default, in addition to the other rights and remedies available to the Administrative Agent and the Lenders under the Loan Documents thereunder and applicable law. Each of the Agents, the Lenders, PTFI and FCX acknowledges and agrees that the FI Trust Agreement will not terminate prior to termination of the Participation Agreement

RTZ Transactions. PTFI has appointed The Agents and the Banks acknowledge that FI and FCX have agreed pursuant to the Implementation Agreement to enter into the RTZ Transactions. The Banks, FI and FCX have, pursuant to the Amendment dated as of October 9, 1996, to this Agreement, agreed upon and approved the documentation to be entered into by FI in connection with the foregoing as required by this Agreement as in effect prior to the RTZ Closing Date. FI hereby (i) appoints the Administrative Agent to be the Operator Selection Representative for all purposes of the Final FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa and has (ii) irrevocably and unconditionally agreed agrees that upon the occurrence of an Event of Default, the Administrative Agent may, in addition to any other remedy available thereunder hereunder or under any other Loan Document thereunderDocument, remove PTFI FI as Operator under the Contract of Work and appoint a replacement Operator, which shall be PT Rio Tinto Indonesia PT-RTZ or an Affiliate of PT Rio Tinto Indonesia PT-RTZ designated by PT Rio Tinto Indonesia PT-RTZ if PT Rio Tinto Indonesia PT-RTZ timely elects to exercise its designation rights provided in Section 2(a) of the Operator Replacement Agreement and meets the other conditions to such designation right set forth in such Section 2(a). PTFI has FI also irrevocably and unconditionally agreed agrees that the Administrative Agent, acting as the Operator Selection Representative under the Final FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa, shall also have the right to designate a successor Operator under the circumstances provided in Section 2(b) of the Operator Replacement Agreement. PTFI has FI further agreed agrees that it will not appoint any other Operator Selection Representative other than the Administrative Agent (or, except as provided to PT Rio Tinto Indonesia PT-RTZ in the Participation Agreement, grant any other Person the right to remove PTFI FI (or any successor operator for the Project) as Operator under any circumstances) and that it will not approve or enter into any management agreement with a successor Operator appointed under the Operator Replacement Agreement unless and until the Administrative Agent has approved the terms of such management agreement. PTFI has FI also agreed agrees that the Administrative Agent shall be entitled to exercise PTFI’s FI's rights under the Participation Agreement (including the financial and accounting procedures) referred to in Section 6(c) of the FI Intercreditor Agreement to the exclusion of PTFI FI after the occurrence of an Event of Default, in addition to the other rights and remedies available to the Administrative Agent Agents and the Lenders Banks under the Loan Documents thereunder and applicable law. Each of the Agents, the LendersBanks, PTFI FI and FCX acknowledges and agrees acknowledge that the Final FI Trust Agreement will not terminate prior to termination of the Participation Agreement."

RTZ Transactions. PTFI has appointed hereby (i) appoints the Administrative Agent to be the Operator Selection Representative for all purposes of the FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa and has (ii) irrevocably and unconditionally agreed agrees that upon the occurrence of an Event of Default, the Administrative Agent may, in addition to any other remedy available thereunder hereunder or under any other Loan Document thereunderDocument, remove PTFI as Operator under the Contract of Work and appoint a replacement Operator, which shall be PT PT-Rio Tinto Indonesia or an Affiliate of PT PT-Rio Tinto Indonesia designated by PT PT- Rio Tinto Indonesia if PT PT-Rio Tinto Indonesia timely elects to exercise its designation rights provided in Section 2(a) of the Operator Replacement Agreement and meets the other conditions to such designation right set forth in such Section 2(a). PTFI has also irrevocably and unconditionally agreed agrees that the Administrative Agent, acting as the Operator Selection Representative under the FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa, shall also have the right to designate a successor Operator under the circumstances provided in Section 2(b) of the Operator Replacement Agreement. PTFI has further agreed agrees that it will not appoint any other Operator Selection Representative other than the Administrative Agent (or, except as provided to PT PT- Rio Tinto Indonesia in the Participation Agreement, grant any other Person the right to remove PTFI (or any successor operator for the Project) as Operator under any circumstances) and that it will not approve or enter into any management agreement with a successor Operator appointed under the Operator Replacement Agreement unless and until the Administrative Agent has approved the terms of such management agreement. PTFI has also agreed agrees that the Administrative Agent shall be entitled to exercise PTFI’s 's rights under the Participation Agreement (including the financial and accounting procedures) referred to in Section 6(c) of the FI Intercreditor Agreement to the exclusion of PTFI after the occurrence of an Event of Default, in addition to the other rights and remedies available to the Administrative Agent Agents and the Lenders under the Loan Documents thereunder and applicable law. Each of the Agents, the Lenders, PTFI and FCX acknowledges and agrees acknowledge that the FI Trust Agreement will not terminate prior to termination of the Participation Agreement.

RTZ Transactions. PTFI has appointed hereby (i) appoints the Administrative Agent to be the Operator Selection Representative for all purposes of the FI Trust Agreement, the Operator Replacement Agreement and the Second Amended and Restated Surat Kuasa and has (ii) irrevocably and unconditionally agreed agrees that upon the occurrence of an Event of Default, the Administrative Agent may, in addition to any other remedy available thereunder hereunder or under any other Loan Document thereunderDocument, remove PTFI as Operator under the Contract of Work and appoint a replacement Operator, which shall be PT PT-Rio Tinto Indonesia or an Affiliate of PT PT-Rio Tinto Indonesia designated by PT PT-Rio Tinto Indonesia if PT PT-Rio Tinto Indonesia timely elects to exercise its designation rights provided in Section 2(a) of the Operator Replacement Agreement and meets the other conditions to such designation right set forth in such Section 2(a). PTFI has also irrevocably and unconditionally agreed agrees that the Administrative Agent, acting as the Operator Selection Representative under the FI Trust Agreement, the Operator Replacement Agreement and the Second Amended and Restated Surat Kuasa, shall also have the right to designate a successor Operator under the circumstances provided in Section 2(b) of the Operator Replacement Agreement. PTFI has further agreed agrees that it will not appoint any other Operator Selection Representative other than the Administrative Agent (or, except as provided to PT PT-Rio Tinto Indonesia in the Participation Agreement, grant any other Person the right to remove PTFI (or any successor operator for the Project) as Operator under any circumstances) and that it will not approve or enter into any management agreement with a successor Operator appointed under the Operator Replacement Agreement unless and until the Administrative Agent has approved the terms of such management agreement. PTFI has also agreed agrees that the Administrative Agent shall be entitled to exercise PTFI’s rights under the Participation Agreement (including the financial and accounting procedures) referred to in Section 6(c) of the FI Intercreditor Agreement to the exclusion of PTFI after the occurrence of an Event of Default, in addition to the other rights and remedies available to the Administrative Agent Agents and the Lenders under the Loan Documents thereunder and applicable law. Each of the Agents, the Lenders, PTFI and FCX acknowledges and agrees acknowledge that the FI Trust Agreement will not terminate prior to termination of the Participation Agreement. #

RTZ Transactions. PTFI has appointed hereby (i) appoints the Administrative Agent to be the Operator Selection Representative for all purposes of the FI Trust Agreement, the Operator Replacement Agreement and the Third Amended and Restated Surat Kuasa and has (ii) irrevocably and unconditionally agreed agrees that upon the occurrence of an Event of Default, the Administrative Agent may, in addition to any other remedy available thereunder hereunder or under any other Loan Document thereunderDocument, remove PTFI as Operator under the Contract of Work and appoint a replacement Operator, which shall be PT PT-Rio Tinto Indonesia or an Affiliate of PT PT-Rio Tinto Indonesia designated by PT PT-Rio Tinto Indonesia if PT PT-Rio Tinto Indonesia timely elects to exercise its designation rights provided in Section 2(a) of the Operator Replacement Agreement and meets the other conditions to such designation right set forth in such Section 2(a). PTFI has also irrevocably and unconditionally agreed agrees that the Administrative Agent, acting as the Operator Selection Representative under the FI Trust Agreement, the Operator Replacement Agreement and the Third Amended and Restated Surat Kuasa, shall also have the right to designate a successor Operator under the circumstances provided in Section 2(b) of the Operator Replacement Agreement. PTFI has further agreed agrees that it will not appoint any other Operator Selection Representative other than the Administrative Agent (or, except as provided to PT PT-Rio Tinto Indonesia in the Participation Agreement, grant any other Person the right to remove PTFI (or any successor operator for the Project) as Operator under any circumstances) and that it will not approve or enter into any management agreement with a successor Operator appointed under the Operator Replacement Agreement unless and until the Administrative Agent has approved the terms of such management agreement. PTFI has also agreed agrees that the Administrative Agent shall be entitled to exercise PTFI’s rights under the Participation Agreement (including the financial and accounting procedures) referred to in Section 6(c) of the FI Intercreditor Agreement to the exclusion of PTFI after the occurrence of an Event of Default, in addition to the other rights and remedies available to the Administrative Agent Agents and the Lenders under the Loan Documents thereunder and applicable law. Each of the Agents, the Lenders, PTFI and FCX acknowledges and agrees acknowledge that the FI Trust Agreement will not terminate prior to termination of the Participation Agreement.