Common use of Resignation of Agents Clause in Contracts

Resignation of Agents. (a) Each Agent may resign its appointment hereunder at any time without assigning any reason therefor by giving not less than thirty days' prior written notice to that effect to the Parent and each of the other Senior Finance Parties provided that no such resignation shall be effective until a successor for such Agent is appointed in accordance with this Clause 19.9 (Resignation of Agents). If the retiring Agent gives notice of its resignation then any reputable and experienced bank or other financial institution with offices in London may be appointed as a successor to that Agent by the Majority Banks during the period of such notice but, if no such successor is so appointed, the retiring Agent may appoint a successor itself. If a successor to such Agent is so appointed, then (i) the retiring Agent shall be discharged from any further obligation hereunder but shall remain entitled to the benefit of the provisions of this Clause 19 (The Agents and the Arrangers) and (ii) its successor and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party hereto. (b) The retiring Agent will co-operate with the successor Agent in order to ensure that its functions are transferred to the successor Agent and will promptly make available to the successor Agent such documents and records as have been maintained in connection with the Senior Finance Documents in order that the successor Agent is able to discharge its functions. (c) The provisions of this Agreement will continue in effect for the benefit of any retiring Agent in respect of any actions taken or omitted to be taken by it or any event occurring before the termination of its agency. (d) The Security Agent's resignation shall not take effect until all necessary deeds and documents have been entered into in order to substitute its successor as holder of the Security Documents and each other party to this Agreement agrees to promptly enter into any documents reasonably required for this purpose.

Resignation of Agents. (a) Each Agent 19.16.1 Notwithstanding its irrevocable appointment an Administrative Party may resign its appointment hereunder at any time without assigning any reason therefor by giving notice to the Banks and the Parent, in which case the Parent may (following consultation with the Banks, or the relevant Swingline Banks, as the case may be) forthwith appoint a successor Administrative Party (which shall be a Bank or an Affiliate of a Bank) or, failing that, the retiring Administrative Party shall forthwith appoint its successor or, failing that, the Majority Banks shall appoint the successor Administrative Party. 19.16.2 The resignation of the retiring Administrative Party and the appointment of any successor Administrative Party will both become effective only upon the successor Administrative Party notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Administrative Party will succeed to the position of the retiring Administrative Party and the term “Agent”, “US$ Swingline Agent” or “Euro Swingline Agent” will mean the successor Agent, successor US$ Swingline Agent or successor Euro Swingline Agent. 19.16.3 The retiring Administrative Party shall, at its own cost, make available to its successor such documents and records and provide such assistance as the relevant successor Administrative Party may reasonably request for the purposes of performing its functions as the Agent or the relevant Swingline Agent under this Agreement. 19.16.4 Upon its resignation becoming effective, this Clause 19 shall continue to benefit the relevant retiring Administrative Party in respect of any action taken or not less than thirty days' prior written taken by it under or in connection with the Finance Documents while it was the Agent or, as the case may be, a Swingline Agent, and, subject to Clause 19.16.3 above, it shall have no further obligation under any Finance Document. 19.16.5 Notwithstanding the irrevocable appointment of the Agent and the Swingline Agents, after consultation with the Parent, the Majority Banks may, by notice to the Agent or, as the case may be, the relevant Swingline Agent, require it to resign in accordance with Clause 19.16.1 above. In this event, the Agent or, as the case may be, the relevant Swingline Agent shall resign in accordance with Clause 19.16.1 above. 19.16.6 An Administrative Party shall resign in accordance with Clause 19.16.1 above if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to that Administrative Party under the Finance Documents: (A) that Administrative Party fails to respond to a request under Clause 10.5 (FATCA) and an Obligor or a Bank reasonably believes that that Administrative Party will not be (or will have ceased to be) FATCA Exempt (as defined in Clause 10.6 (FATCA)) on or after that FATCA Application Date; (B) the information supplied by that Administrative Party pursuant to Clause 10.5 (FATCA) indicates that that Administrative Party will not be (or will have ceased to be) FATCA Exempt on or after that FATCA Application Date; or (C) that Administrative Party notifies an Obligor and the Bank that that Administrative Party will not be (or will have ceased to be) FATCA Exempt on or after that FATCA Application Date, and (in each case) an Obligor or a Bank reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if that Administrative Party were FATCA Exempt, and the Obligor or a Bank, by notice to that effect Administrative Party, requires it to the Parent and each of the other Senior Finance Parties provided that no such resignation resign. 19.16.7 If an Administrative Party resigns pursuant to Clause 19.16.6 above: (A) its successor shall be effective until a successor for such Agent is appointed in accordance with this Clause 19.9 (Resignation of Agents). If the retiring Agent gives notice of its resignation then any reputable and experienced bank or other financial institution with offices in London may be appointed as a successor to that Agent by the Majority Banks during the period of such notice but, if no such successor is so appointed, the retiring Agent may appoint a successor itself. If a successor to such Agent is so appointed, then (i) the retiring Agent shall be discharged from any further obligation hereunder but shall remain entitled to the benefit of the provisions of this Clause 19 (The Agents and the Arrangers) and (ii) its successor and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party hereto.19.16.1 above; and (bB) The retiring Agent will co-operate with such resignation shall only become effective when the successor Agent in order to ensure Administrative Party notifies all the Parties that its functions are transferred to the successor Agent and will promptly make available to the successor Agent it accepts such documents and records as have been maintained in connection with the Senior Finance Documents in order that the successor Agent is able to discharge its functionsappointment. (c) The provisions of this Agreement will continue in effect for the benefit of any retiring Agent in respect of any actions taken or omitted to be taken by it or any event occurring before the termination of its agency. (d) The Security Agent's resignation shall not take effect until all necessary deeds and documents have been entered into in order to substitute its successor as holder of the Security Documents and each other party to this Agreement agrees to promptly enter into any documents reasonably required for this purpose.

Resignation of Agents. ‌ (a) Each An Agent ▇▇▇ resign and appoint one of its Affiliates acting through an office in Sweden or Norway as successor by giving notice to the other Representatives and the Issuer. (b) Alternatively an Agent may resign its appointment hereunder at any time without assigning any reason therefor by giving not less than thirty days' prior written notice to that effect to the Parent and each of the other Senior Finance Parties provided that no such resignation shall be effective until Agents and the Issuer, in which case the other Agents (after consultation with the Issuer) may appoint a successor for such Agent. (c) If the Agents have not agreed upon and appointed a successor Agent is appointed in accordance with this Clause 19.9 paragraph (Resignation of Agents). If the retiring Agent gives b) above within 30 days after notice of its resignation then any reputable and experienced bank or other financial institution with offices in London may be appointed as a successor to that Agent by the Majority Banks during the period of such notice but, if no such successor is so appointedwas given, the retiring Agent (after consultation with the Issuer) may appoint a successor itself. If Agent. (d) The retiring Agent shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Agent under the Senior Finance Documents and this Agreement. (e) The resignation notice of an Agent shall only take effect upon the appointment of a successor to such Agent is so appointedsuccessor. (f) Upon the appointment of a successor, then (i) the retiring Agent shall be discharged from any further obligation hereunder but in respect of this Agreement provided however that a retiring Security Agent shall remain entitled to the benefit of Clause 17 (Role of the provisions of this Clause 19 (The Agents and the ArrangersSecurity Agent) and 24.5 (iiIndemnity to the Security Agent). (g) its A successor and each of the other parties hereto Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party heretoParty. (bh) The retiring Notwithstanding paragraphs (a)–(g) above: (i) resignation and appointment of the Security Agent will co-operate with the successor Agent in order to ensure that its functions are transferred is subject to the successor approval by the Representatives. The Representatives shall be authorised (in its sole discretion) to grant such consent without any approval or consent from the Bondholders or the Super Senior Bondholders; (ii) notwithstanding paragraph (i) above, the Original Security Agent may resign as Security Agent once the Bonds and will promptly make available to the successor Agent such documents and records as Super Senior Bonds have been maintained redeemed without any prior approval or consent (for the avoidance of doubt even if any other Secured Obligations are outstanding); (iii) resignation and appointment of an Agent shall always be made in connection accordance with the Senior Finance Documents in order that and the successor Agent is able to discharge its functionsSuper Senior Finance Documents (as applicable). (c) The provisions of this Agreement will continue in effect for the benefit of any retiring Agent in respect of any actions taken or omitted to be taken by it or any event occurring before the termination of its agency. (d) The Security Agent's resignation shall not take effect until all necessary deeds and documents have been entered into in order to substitute its successor as holder of the Security Documents and each other party to this Agreement agrees to promptly enter into any documents reasonably required for this purpose.

Resignation of Agents. (a) Each An Agent ▇▇▇ resign and appoint one of its Affiliates acting through an office in Sweden or Norway as successor by giving notice to the other Representatives and the Issuer. (b) Alternatively an Agent may resign its appointment hereunder at any time without assigning any reason therefor by giving not less than thirty days' prior written notice to that effect to the Parent and each of the other Senior Finance Parties provided that no such resignation shall be effective until Agents and the Issuer, in which case the other Agents (after consultation with the Issuer) may appoint a successor for such Agent. (c) If the Agents have not agreed upon and appointed a successor Agent is appointed in accordance with this Clause 19.9 paragraph (Resignation of Agents). If the retiring Agent gives b) above within 30 days after notice of its resignation then any reputable and experienced bank or other financial institution with offices in London may be appointed as a successor to that Agent by the Majority Banks during the period of such notice but, if no such successor is so appointedwas given, the retiring Agent (after consultation with the Issuer) may appoint a successor itself. If Agent. (d) The retiring Agent shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Agent under the Senior Finance Documents and this Agreement. (e) The resignation notice of an Agent shall only take effect upon the appointment of a successor to such Agent is so appointedsuccessor. (f) Upon the appointment of a successor, then (i) the retiring Agent shall be discharged from any further obligation hereunder but in respect of this Agreement provided however that a retiring Security Agent shall remain entitled to the benefit of Clause 17 (Role of the provisions of this Clause 19 (The Agents and the ArrangersSecurity Agent) and 24.5 (iiIndemnity to the Security Agent). (g) its A successor and each of the other parties hereto Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party heretoParty. (bh) The retiring Notwithstanding paragraphs (a)–(g) above: (i) resignation and appointment of the Security Agent will co-operate with the successor Agent in order to ensure that its functions are transferred is subject to the successor approval by the Representatives. The Representatives shall be authorised (in its sole discretion) to grant such consent without any approval or consent from the Bondholders or the Super Senior Bondholders; (ii) notwithstanding paragraph (i) above, the Original Security Agent may resign as Security Agent once the Bonds and will promptly make available to the successor Agent such documents and records as Super Senior Bonds have been maintained redeemed without any prior approval or consent (for the avoidance of doubt even if any other Secured Obligations are outstanding); (iii) resignation and appointment of an Agent shall always be made in connection accordance with the Senior Finance Documents in order that and the successor Agent is able to discharge its functionsSuper Senior Finance Documents (as applicable). (c) The provisions of this Agreement will continue in effect for the benefit of any retiring Agent in respect of any actions taken or omitted to be taken by it or any event occurring before the termination of its agency. (d) The Security Agent's resignation shall not take effect until all necessary deeds and documents have been entered into in order to substitute its successor as holder of the Security Documents and each other party to this Agreement agrees to promptly enter into any documents reasonably required for this purpose.

Resignation of Agents. (a) Each Notwithstanding its irrevocable appointment, either Agent may resign its appointment hereunder at any time without assigning any reason therefor by giving not less than thirty days' prior written notice to the Banks and the Borrowers' Agent, in which case that effect to Agent may immediately appoint one of its Affiliates as successor Agent or, failing that, the Parent and each Majority Banks may, with the consent of the other Senior Finance Parties provided Borrowers' Agent (including in relation by fees) (which shall not be unreasonably withheld or delayed), appoint a successor Agent. The parties agree that no such any resignation of the US Security Agent shall be effective until governed by the provision of the Security Documents to which it is a party. (b) If the appointment of a successor for such Agent is appointed in accordance with this Clause 19.9 (Resignation of Agents). If the retiring Agent gives notice of its resignation then any reputable and experienced bank or other financial institution with offices in London may to be appointed as a successor to that Agent made by the Majority Banks during but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the period of such notice but, if no such successor is so appointedappointment, the retiring Agent may appoint a successor itself. If a successor Agent (regardless of whether or not the Borrowers' Agent or any other Obligor consents to such Agent is so appointed, then the appointment). (ic) The resignation of the retiring Agent shall be discharged from and the appointment of any further obligation hereunder but shall remain entitled successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts the appointment. On giving the notification, the successor Agent will succeed to the benefit position of the provisions of this Clause 19 (The Agents retiring Agent and the Arrangersterm "FACILITY AGENT", "TECHNICAL AGENT" or "AGENT" (as the case may be) and (ii) its will mean the successor and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party heretoAgent. (bd) The retiring Agent will co-operate with the successor Agent in order to ensure that shall, at its functions are transferred to the successor Agent and will promptly own cost, make available to the successor Agent such documents and records and provide such assistance as have been maintained in connection with the Senior Finance Documents in order that the successor Agent is able to discharge may reasonably request for the purposes of performing its functionsfunctions as Agent under this Agreement. (ce) Upon its resignation becoming effective, this Clause 21 (The provisions of this Agreement will Agents and the Arranger) shall continue in effect for to benefit the benefit of any retiring Agent in respect of any actions action taken or omitted to be not taken by it under or any event occurring before in 76 connection with the termination of its agency. Finance Documents while it was Agent, and, subject to paragraph (d) The Security Agent's resignation above, it shall not take effect until all necessary deeds and documents have been entered into in order to substitute its successor as holder of the Security Documents and each other party to this Agreement agrees to promptly enter into no further obligation under any documents reasonably required for this purposeFinance Document.

Resignation of Agents. (a) Each An Agent ▇▇▇ resign and appoint one of its affiliates acting through an office in Sweden as successor by giving notice to the other Agents, the Hedge Counterparties and the Holdco. (b) Alternatively an Agent may resign its appointment hereunder at any time without assigning any reason therefor by giving not less than thirty days' prior written notice to that effect to the Parent and each of the other Senior Finance Parties provided that no such resignation shall be effective until Agents, the Hedge Counterparties and the Holdco, in which case the other Agents (after consultation with the Holdco) may appoint a successor for such Agent. (c) If the Agents have not agreed upon and appointed a successor Agent is appointed in accordance with this Clause 19.9 paragraph (Resignation of Agents). If the retiring Agent gives b) above within 30 days after notice of its resignation then any reputable and experienced bank or other financial institution with offices in London may be appointed as a successor to that Agent by the Majority Banks during the period of such notice but, if no such successor is so appointedwas given, the retiring Agent (after consultation with the Holdco) may appoint a successor itself. If Agent. (d) The retiring Agent shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Agent under the Secured Finance Documents and this Agreement. (e) The resignation notice of an Agent shall only take effect upon the appointment of a successor to such Agent is so appointedsuccessor. (f) Upon the appointment of a successor, then (i) the retiring Agent shall be discharged from any further obligation hereunder but in respect of this Agreement provided however that a retiring Security Agent shall remain entitled to the benefit of Clause 17 (Role of the provisions of this Clause 19 (The Agents and the ArrangersSecurity Agent) and 25.5 (iiIndemnity to the Security Agent). (g) its A successor and each of the other parties hereto Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party heretoParty. (bh) The retiring Agent will co-operate with the successor Agent in order to ensure that its functions are transferred to the successor Agent and will promptly make available to the successor Agent such documents and records as have been maintained in connection with the Senior Finance Documents in order that the successor Agent is able to discharge its functions.Notwithstanding paragraphs (a)–(g) above: (ci) The provisions of this Agreement will continue in effect for the benefit of any retiring Agent in respect of any actions taken or omitted to be taken by it or any event occurring before the termination of its agency. (d) The Security Agent's resignation shall not take effect until all necessary deeds and documents have been entered into in order to substitute its successor as holder appointment of the Security Documents Agent is subject to the approval by the Senior Agent (in its sole discretion without any approval or consent from the Senior Noteholders and each the New Creditors (if any)), the Super Senior Notes Agent (in its sole discretion without any approval or consent from the Super Senior Noteholders) and the Super Senior RCF Agent; (ii) notwithstanding paragraph (i) above, the Security Agent may resign as Security Agent once the Notes have been redeemed without any prior approval or consent (for the avoidance of doubt even if any other party Secured Obligations are outstanding); (iii) resignation and appointment of an Agent shall always be made in accordance with the Secured Finance Documents; and (iv) a Secured Debt Agent ▇▇▇ only resign if the new Secured Debt Agent accedes to this Agreement agrees to promptly enter into any documents reasonably required for this purposeAgreement.