Replacement of the Agent. Subject to Clause 22.4.6, the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. Subject to Clause 22.4.6, if the Agent is insolvent or becomes subject to bankruptcy proceedings, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. A Bondholder (or Bondholders) representing at least ten (10.00) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. If the Bondholders have not appointed a successor Agent within ninety (90) calendar days after (a) the earlier of the notice of resignation was given or the resignation otherwise took place or (b) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. In the event that there is a change of the Agent in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement, Amendment and Restatement Agreement
Replacement of the Agent.
(a) Subject to Clause 22.4.6▇▇▇▇▇▇ 21.4(f), the Agent may resign by giving notice to the Issuer and Issuer, the BondholdersNoteholders, in which case the Bondholders Noteholders shall appoint a successor Agent at a Bondholders’ Noteholders' Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
(b) Subject to Clause 22.4.621.4(f), if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(c) A Bondholder Noteholder (or BondholdersNoteholders) representing at least ten (10.0010) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder Noteholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several BondholdersNoteholders, be given by them jointly), require that a Bondholders’ Noteholders' Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. new
(d) If the Bondholders Noteholders have not appointed a successor Agent within ninety (90) calendar days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the BondholdersNoteholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
(f) The Agent’s 's resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. .
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders Noteholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. .
(h) In the event that there is a change of the Agent in accordance with this Clause 22.421.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance DocumentsDocuments and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement, Terms and Conditions
Replacement of the Agent. Subject to Clause 22.4.6(a) With the consent of the Borrower, the Agent Majority Lenders may resign by giving thirty (30) days' notice to the Issuer and Agent (or, at any time the BondholdersAgent is an Impaired Agent, in which case by giving any shorter notice determined by the Bondholders shall appoint Majority Lenders) replace the Agent by appointing a successor Agent at a Bondholders’ Meeting convened (acting through an office in France, the UK or any other jurisdiction agreed by the retiring Agent or by way Borrower but which shall not be incorporated in a Non-Cooperative State) provided that the consent of Written Procedure initiated by the retiring Borrower shall not be required (but a consultation with the Borrower shall be required) in case of an appointment of a Lender as Agent. Subject .
(b) The Borrower may, on no less than thirty (30) days' prior notice to Clause 22.4.6the Agent, if require the Lenders to replace the Agent is insolvent and appoint a replacement Agent if any amount payable under a Finance Document by a French Borrower becomes not deductible from that French Borrower's taxable income for French tax purposes by reason of that amount (i) being paid or becomes subject accrued to bankruptcy proceedingsan Agent incorporated, domiciled, established or acting through an office situated in a Non-Cooperative State or (ii) paid to an account opened in the name of that Agent in a financial institution situated in a Non-Cooperative State. In this case, the Agent shall be deemed to resign as and a replacement Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. A Bondholder (or Bondholders) representing at least ten (10.00) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person who is a Bondholder on the Business Day immediately following the day on which the notice is received appointed by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for Majority Lenders (after consultation with the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. If the Bondholders have not appointed a successor Agent Borrower) within ninety thirty (9030) calendar days after (a) the earlier of the notice of resignation replacement was given or the resignation otherwise took place or given.
(bc) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. The retiring Agent shall, shall (at its own cost, cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. 137 Project Meria: Senior Facilties Agreement
(d) The Agent’s resignation or dismissal appointment of the successor Agent shall only take effect upon on the appointment of a successor Agent and acceptance by such successor Agent of such appointment and date specified in the execution of all necessary documentation notice from the Majority Lenders (or as applicable the Company) to effectively substitute the retiring Agent. Upon the appointment of a successorAs from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents (solely in respect of any action the period in which it took or failed was Agent) Clause 16.3 (Indemnity to take whilst acting as the Agent. Its successor, ) and this Clause 27 (and any agency fees for the Issuer account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).
(e) Any successor Agent and each of the Bondholders other Parties shall have the same rights and obligations amongst among themselves under the Finance Documents as they would have had if such successor had been the an original Agent. In the event that there is a change of the Agent in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring AgentParty.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Atlas Investissement), Senior Facilities Agreement (Atlas Investissement)
Replacement of the Agent. (a) Subject to Clause 22.4.620.4(f), the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders’ ' Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
(b) Subject to Clause 22.4.620.4(f), if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(c) A Bondholder (or Bondholders) representing at least ten (10.0010) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ ' Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ ' Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. .
(d) If the Bondholders have not appointed a successor Agent within ninety (90) calendar days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
(f) The Agent’s 's resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. .
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. .
(h) In the event that there is a change of the Agent in accordance with this Clause 22.420.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance DocumentsDocuments and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
Replacement of the Agent. Subject to Clause 22.4.6(a) With the consent of the Borrower, the Agent Majority Lenders may resign by giving thirty (30) days' notice to the Issuer and Agent (or, at any time the BondholdersAgent is an Impaired Agent, in which case by giving any shorter notice determined by the Bondholders shall appoint Majority Lenders) replace the Agent by appointing a successor Agent at a Bondholders’ Meeting convened (acting through an office in France, the UK or any other jurisdiction agreed by the retiring Agent or by way Borrower but which shall not be incorporated in a Non-Cooperative State) provided that the consent of Written Procedure initiated by the retiring Borrower shall not be required (but a consultation with the Borrower shall be required) in case of an appointment of a Lender as Agent. Subject .
(b) The Borrower may, on no less than thirty (30) days' prior notice to Clause 22.4.6the Agent, if require the Lenders to replace the Agent is insolvent and appoint a replacement Agent if any amount payable under a Finance Document by a French Borrower becomes not deductible from that French Borrower's taxable income for French tax purposes by reason of that amount (i) being paid or becomes subject accrued to bankruptcy proceedingsan Agent incorporated, domiciled, established or acting through an office situated in a Non-Cooperative State or (ii) paid to an account opened in the name of that Agent in a financial institution situated in a Non-Cooperative State. In this case, the Agent shall be deemed to resign as and a replacement Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. A Bondholder (or Bondholders) representing at least ten (10.00) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person who is a Bondholder on the Business Day immediately following the day on which the notice is received appointed by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for Majority Lenders (after consultation with the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. If the Bondholders have not appointed a successor Agent Borrower) within ninety thirty (9030) calendar days after (a) the earlier of the notice of resignation replacement was given or the resignation otherwise took place or given.
(bc) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. The retiring Agent shall, shall (at its own cost, cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
(d) The Agent’s resignation or dismissal appointment of the successor Agent shall only take effect upon on the appointment of a successor Agent and acceptance by such successor Agent of such appointment and date specified in the execution of all necessary documentation notice from the Majority Lenders (or as applicable the Company) to effectively substitute the retiring Agent. Upon the appointment of a successorAs from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents (solely in respect of any action the period in which it took or failed was Agent) Clause 16.3 (Indemnity to take whilst acting as the Agent. Its successor, ) and this Clause 27 (and any agency fees for the Issuer account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).
(e) Any successor Agent and each of the Bondholders other Parties shall have the same rights and obligations amongst among themselves under the Finance Documents as they would have had if such successor had been the an original Agent. In the event that there is a change of the Agent in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring AgentParty.
Appears in 1 contract
Replacement of the Agent. (a) Subject to Clause 22.4.619.4(f), the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
(b) Subject to Clause 22.4.619.4(f), if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(c) A Bondholder (or Bondholders) representing at least ten (10.0010) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. .
(d) If the Bondholders have not appointed a successor Agent within ninety (90) calendar days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
(f) The Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. .
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. .
(h) In the event that there is a change of the Agent in accordance with this Clause 22.419.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance DocumentsDocuments and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 1 contract
Sources: Amendment and Restatement Agreement
Replacement of the Agent.
(a) Subject to Clause 22.4.6▇▇▇▇▇▇ 21.4(f), the Agent may resign by giving notice to the Issuer and Issuer, the BondholdersNoteholders, in which case the Bondholders Noteholders shall appoint a successor Agent at a Bondholders’ Noteholders' Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
(b) Subject to Clause 22.4.621.4(f), if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(c) A Bondholder Noteholder (or BondholdersNoteholders) representing at least ten (10.0010) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder Noteholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several BondholdersNoteholders, be given by them jointly), require that a Bondholders’ Noteholders' Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Noteholders' Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders Noteholders that the Agent be dismissed and a new Agent appointed. .
(d) If the Bondholders Noteholders have not appointed a successor Agent within ninety (90) calendar days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the BondholdersNoteholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
(f) The Agent’s 's resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. .
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders Noteholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. .
(h) In the event that there is a change of the Agent in accordance with this Clause 22.421.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance DocumentsDocuments and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 1 contract
Sources: Terms and Conditions
Replacement of the Agent. Subject to Clause 22.4.6, the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. Subject to Clause 22.4.6, if the Agent is insolvent or becomes subject to bankruptcy proceedings, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. A Bondholder (or Bondholders) representing at least ten (10.00) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. If the Bondholders have not appointed a successor Agent within ninety (90) calendar days after (a) the earlier The Agent may at any time resign and be discharged of the agency hereby created by giving sixty (60) days prior written notice of such resignation was given or the resignation otherwise took place or (b) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. The retiring Agent shall, at its own cost, make available mailing notice thereof to the successor Agent such documents Company and records and provide such assistance to all Principals as the successor Agent may reasonably request for names and addresses of such Principals appear upon the purposes registry books of performing its functions as Agent under the Finance Documents. The Agent’s Company, and such resignation or dismissal shall only take effect upon the appointment of, and acceptance of such appointment by, a successor agent, such successor agent to be appointed by the Principals in the manner hereinafter provided.
(b) The Agent may be removed after thirty (30) days' written notice by Principals holding more than 50% of the aggregate principal amount of Investor Notes then outstanding by filing with the Agent and with the Company evidence of the action in that regard taken by the Principals.
(c) If at any time the Agent (i) shall resign or shall be removed or (ii) shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Agent or of its property shall be appointed, or any public officer shall take charge or control of the Agent or of this property or affairs for the purpose or rehabilitation, conservation or liquidation, then a vacancy shall be deemed to exist in the office of the Agent, and a successor Agent and acceptance may be appointed by such Principals holding a majority in aggregate principal amount of Investor Notes then outstanding by filing with the successor Agent of such appointment agent, the Company and the execution of all necessary documentation to effectively substitute the retiring Agent. Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect agent evidence of the Finance Documents but action.
(d) If no successor agent shall remain entitled have been appointed pursuant to the benefit foregoing provisions of the Finance Documents this paragraph, and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. In the event that there is a change of the Agent accepted appointment in accordance with this Clause 22.4Agreement, Principals holding more than 50% of the Issuer shall execute aggregate principal amount of Investor Notes then outstanding or the retiring agent may apply to any court of competent jurisdiction to appoint a successor agent. Said court may thereupon after such documents and take such actions notice, if any, as the new Agent court may reasonably require for the purpose of vesting in such new Agent the rightsdeem proper and prescribe, powers and obligation appoint a successor agent.
(e) Any resignation or removal of the Agent under this Agreement and releasing any appointment of a successor agent pursuant to this Agreement shall become effective upon acceptance of appointment by the retiring Agent from successor agent. Any successor agent appointed hereunder shall execute, acknowledge and deliver to its further obligations under predecessor agent, and also to the Finance Documents. Unless the Issuer Principals and the new Agent agrees otherwiseCompany an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor agent shall become effective and such successor agent, without any further act, deed or conveyance, shall become fully vested with all the properties, rights, powers, trusts, duties and obligations of its predecessor in agency hereunder, with like effect as if originally named as agent herein; but the agent ceasing to act shall nevertheless, on the written request of the Company or of the successor agent, or of Principals holding more than 50% in aggregate principal amount of Investor Notes then outstanding, execute, acknowledge and deliver such instruments and do such other things as may be reasonably be required for more fully and certainly vesting and confirming in such successor agent all such rights, powers, trusts, duties and obligations of the predecessor agent and the agent ceasing to act shall also, upon request pay over, assign and deliver to the successor agent any money or other property which may then be in its possession as such agent may request. Should any instrument from the Company be required by the new Agent shall agent for more fully and certainly vesting in and confirming to such new agent such properties, rights, powers, trust, duties and obligations, any and all such instruments shall, on request, be entitled to executed, acknowledged and delivered by the same fees and the same indemnities as the retiring AgentCompany.
Appears in 1 contract
Replacement of the Agent. (a) Subject to Clause 22.4.61.1.1(f), the Agent may resign by giving notice to the Issuer and the BondholdersNoteholders, in which case the Bondholders Noteholders shall appoint a successor Agent at a Bondholders’ Noteholders' Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
(b) Subject to Clause 22.4.61.1.1(f), if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(c) A Bondholder Noteholder (or BondholdersNoteholders) representing at least ten (10.0010) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder Noteholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several BondholdersNoteholders, be given by them jointly), require that a Bondholders’ Noteholders' Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Noteholders' Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders Noteholders that the Agent be dismissed and a new Agent appointed. .
(d) If the Bondholders Noteholders have not appointed a successor Agent within ninety (90) calendar days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the BondholdersNoteholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
(f) The Agent’s 's resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. .
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders Noteholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. .
(h) In the event that there is a change of the Agent in accordance with this Clause 22.418.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance DocumentsDocuments and the Agency Agreement. Unless the Issuer and the new Agent agrees agree otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 1 contract
Sources: Amendment and Restatement Agreement
Replacement of the Agent. (a) Subject to Clause 22.4.620.4(f), the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
(b) Subject to Clause 22.4.620.4(f), if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(c) A Bondholder (or Bondholders) representing at least ten (10.00) 10.00 per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. .
(d) If the Bondholders have not appointed a successor Agent within ninety (90) calendar days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
(f) The Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. .
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. .
(h) In the event that there is a change of the Agent in accordance with this Clause 22.420.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents. Unless the Issuer Documents and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring AgentAgency Agreement.
Appears in 1 contract
Sources: Amendment and Restatement Agreement
Replacement of the Agent. 21.4.1 Subject to Clause 22.4.621.4.6, the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
21.4.2 Subject to Clause 22.4.621.4.6, if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
21.4.3 A Bondholder (or Bondholders) representing at least ten (10.0010) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. .
21.4.4 If the Bondholders have not appointed a successor Agent within ninety (90) calendar days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
21.4.5 The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
21.4.6 The Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. .
21.4.7 Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation obligations in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. .
21.4.8 In the event that there is a change of the Agent in accordance with this Clause 22.421.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation obligations of the Agent and releasing the retiring Agent from its 27 (31) further obligations under the Finance DocumentsDocuments and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 1 contract
Sources: Amendment and Restatement Agreement
Replacement of the Agent. (a) Subject to Clause 22.4.620.4(f), the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
(b) Subject to Clause 22.4.620.4(f), if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(c) A Bondholder (or Bondholders) representing at least ten (10.0010) per cent. cent of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. .
(d) If the Bondholders have not appointed a successor Agent within ninety (90) calendar days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
(f) The Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. .
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. .
(h) In the event that there is a change of the Agent in accordance with this Clause 22.420.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance DocumentsDocuments and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 1 contract
Sources: Amendment and Restatement Agreement
Replacement of the Agent. (a) Subject to Clause 22.4.621.4(f), the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
(b) Subject to Clause 22.4.621.4(f), if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(c) A Bondholder (or Bondholders) representing at least ten (10.00) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. .
(d) If the Bondholders have not appointed a successor Agent within ninety (90) calendar 90 days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
(f) The Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent which shall be registered with the Danish Financial Supervisory Authority (in Danish: finanstilsynet) in accordance with the Danish Securities Trading Act and (ii) the acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. .
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. .
(h) In the event that there is a change of the Agent in accordance with this Clause 22.421.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance DocumentsDocuments and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 1 contract
Replacement of the Agent. (a) Subject to Clause 22.4.6▇▇▇▇▇▇ 21.4(f), the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
(b) Subject to Clause 22.4.621.4(f), if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(c) A Bondholder (or Bondholders) representing at least ten (10.00) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. .
(d) If the Bondholders have not appointed a successor Agent within ninety (90) calendar 90 days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
(f) The Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent which shall be registered with the Danish Financial Supervisory Authority (in Danish: finanstilsynet) in accordance with the Danish Securities Trading Act and (ii) the acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. .
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. .
(h) In the event that there is a change of the Agent in accordance with this Clause 22.421.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance DocumentsDocuments and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 1 contract
Replacement of the Agent.
(a) Subject to Clause 22.4.6▇▇▇▇▇▇ 22.4(f), the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
(b) Subject to Clause 22.4.622.4(f), if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(c) A Bondholder (or Bondholders) representing at least ten (10.0010) per cent. cent of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. .
(d) If the Bondholders have not appointed a successor Agent within ninety (90) calendar days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. .
(f) The Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. .
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. .
(h) In the event that there is a change of the Agent in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance DocumentsDocuments and the Agency Agreement. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 1 contract
Sources: Terms and Conditions
Replacement of the Agent. Subject (1) The Agent may at any time give notice of its resignation to Clause 22.4.6the Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right with the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario, or an Affiliate of any such Lender with an office in T▇▇▇▇▇▇, ▇▇▇▇▇▇▇. The Agent may resign also be removed at any time by giving the Majority Lenders upon 30 days' notice to the Issuer Agent and the BondholdersBorrower as long as the Majority Lenders, with the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Lender having a Commitment to a revolving credit if one or more is established in which case this Agreement and having an office in Toronto, Ontario, or an Affiliate of any such Lender with an office in T▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
(2) If no such successor shall have been so appointed by the Bondholders Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent at a Bondholders’ Meeting convened by meeting the retiring Agent or by way of Written Procedure initiated by the retiring Agent. Subject to Clause 22.4.6qualifications specified in Section 14.07(1), provided that if the Agent is insolvent or becomes subject to bankruptcy proceedings, shall notify the Agent shall be deemed to resign as Agent Borrower and the Issuer Lenders that no qualifying Person has accepted such appointment, then such resignation shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. A Bondholder (or Bondholders) representing at least ten (10.00) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (nonetheless become effective in accordance with such notice may only be validly given by a Person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. If the Bondholders have not appointed a successor Agent within ninety (901) calendar days after (a) the earlier of the notice of resignation was given or the resignation otherwise took place or (b) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. Upon the appointment of a successor, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any further obligation in respect collateral security held by the Agent on behalf of the Finance Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in the preceding paragraph.
(3) Upon a successor's appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Agent, and the former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents but (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Agent shall remain entitled be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Agent, the provisions of this Article 14 and of Article 13 shall continue in effect for the benefit of the Finance Documents such former Agent, its sub-agents and remain liable under the Finance Documents their respective Related Parties in respect of any action which it took actions taken or failed omitted to take whilst be taken by any of them while the former Agent was acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. In the event that there is a change of the Agent in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 1 contract
Replacement of the Agent. (a) Subject to Clause 22.4.620.4(f), the Agent may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Agent at a Bondholders’ Meeting convened by the retiring Agent or by way of Written Procedure initiated by the retiring Agent. .
(b) Subject to Clause 22.4.620.4(f), if the Agent is insolvent or becomes subject to bankruptcy proceedingsInsolvent, the Agent shall be deemed to resign as Agent and the Issuer shall within ten (10) Business Days appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. .
(c) A Bondholder (or Bondholders) representing at least ten (10.0010) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a Person person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Agent and appointing a new Agent. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Agent be dismissed and a new Agent appointed. .
(d) If the Bondholders have not appointed a successor Agent within ninety (90) calendar days after (ai) the earlier of the notice of resignation was given or the resignation otherwise took place or (bii) the Agent was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and acceptance by such successor Agent of such appointment and the execution of all necessary documentation to effectively substitute the retiring Agent. Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Agent. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Agent. In the event that there is a change of the Agent in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Agent may reasonably require for the purpose of vesting in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its further obligations under the Finance Documents. Unless the Issuer and the new Agent agrees otherwise, the new Agent shall be entitled to the same fees and the same indemnities as the retiring Agent.
Appears in 1 contract
Sources: Amendment and Restatement Agreement