Common use of Replacement of the Facility Agent Clause in Contracts

Replacement of the Facility Agent. (a) After consultation with the Borrower, the Majority Lenders may, by giving 30 days’ notice to the Facility Agent (or, at any time the Facility Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Facility Agent by appointing a successor Facility Agent. (b) The retiring Facility Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (c) The appointment of the successor Facility Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Facility Agent. As from this date, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 37.12(a)) but shall remain entitled to the benefit of clause 16.3 (Indemnity to the Agents and the Security Agent) and this clause 37 (and any agency fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date). (d) Any successor Facility Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (e) The Facility Agent shall resign in accordance with clause 37.12 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent) if, on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either: (i) the Facility Agent fails to respond to a request under clause 14.8 (FATCA Information) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Facility Agent pursuant to clause 14.8 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and that Lender, by notice to the Facility Agent, requires it to resign.

Replacement of the Facility Agent. (a) After consultation with the Borrower, the Majority Lenders 21.16.1 The Company may, by giving 30 thirty (30) days’ ' notice to the Facility Agent (or, or at any time if the Facility Agent is an Impaired Agent), by giving any shorter notice determined by require the Majority Lenders) Banks to replace the Facility Agent by appointing a successor and the Banks shall so replace the Facility Agent as soon as possible if: (A) the Facility Agent requests (in its capacity as Facility Agent) to be indemnified by the Obligors under Clause 12.2 (Tax gross-up); (B) the Obligors shall increase a payment to the Facility Agent (in its capacity as Facility Agent), in accordance with Clause 12.2 (Tax gross-up); (C) the Facility Agent becomes an Impaired Agent; or (D) any amount payable by an Obligor under the Finance Documents becomes non-deductible from its taxable income for French tax purposes as a result of such amount being paid or accrued to the Facility Agent incorporated or acting through a Facility Office situated in a Non- Cooperative Jurisdiction or paid to an account opened in the name of the Facility Agent in a financial institution situated in a Non-Cooperative Jurisdiction. (b) 21.16.2 The retiring Facility Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the LendersBanks) make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request require for the purposes of performing its functions as Facility Agent under the Finance Documents. (c) 21.16.3 The appointment of the successor Facility Agent (which shall be selected with the consent of the Company) shall take effect on the date specified in the notice from the Majority Lenders Banks to the retiring Facility Agent. As from this date, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 37.12(a)) but shall remain entitled to the benefit of clause 16.3 (Indemnity to the Agents and the Security Agent) and this clause 37 Clause 21 (and any agency fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date). (d) 21.16.4 Any successor Facility Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (e) The Facility Agent shall resign in accordance with clause 37.12 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent) if, on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either: (i) the Facility Agent fails to respond to a request under clause 14.8 (FATCA Information) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Facility Agent pursuant to clause 14.8 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and that Lender, by notice to the Facility Agent, requires it to resign.