Common use of Substitution of the Issuer Clause in Contracts

Substitution of the Issuer. The Issuer may, without the consent of the Tokenholders, at any time substitute itself in respect of all rights and obligations arising under or in connection with the Tokens with any legal entity of which all shares carrying voting rights are directly or indirectly held by the Issuer (the “New Issuer”), provided that: (i) the New Issuer is in the opinion of the Tokenholders’ Representative in a position to fulfill all payment obligations arising from or in connection with the Tokens; and (ii) the Issuer has issued, on a subordinated basis as set out in Condition 10, an irrevocable and unconditional guarantee in respect of the obligations of the New Issuer under the Tokens in form and content satisfactory to the Tokenholders’ Representative. In the event of a substitution of the Issuer, notice of such substitution shall be made in accordance with Condition 18 and any reference to the Issuer shall be deemed to refer to the New Issuer.