Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Company. (b) Alternatively the Agent may resign by giving notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b) within 30 days after notice of resignation was given, the Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
Appears in 3 contracts
Sources: Senior Facilities Agreement (Luxfer Holdings PLC), Senior Facilities Agreement (Luxfer Holdings PLC), Senior Facilities Agreement (Luxfer Holdings PLC)
Resignation of the Agent. (a) 26.12.1 The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the CompanyBorrowers.
(b) 26.12.2 Alternatively the Agent may resign by giving 30 days' notice to the Lenders other Finance Parties and the CompanyBorrowers, in which case the Majority Lenders (after consultation with the CompanyBorrowers) may appoint a successor Agent.
(c) 26.12.3 If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b) Clause 26.12.2 within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrowers) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) 26.12.4 If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate (for reasons not related to remuneration) for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)Clause 26.12.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 26 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any a reasonable amendments agency fee (acceptable to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates Borrowers (acting reasonably) and those amendments will bind the Parties).
26.12.5 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.
Appears in 3 contracts
Sources: Fourth Supplemental Agreement to Secured Loan Agreement (TORM PLC), Fourth Supplemental Agreement to Secured Loan Agreement (TORM PLC), Fourth Supplemental Agreement to Secured Loan Agreement (TORM PLC)
Resignation of the Agent. (a) 25.12.1 The Agent may resign and appoint one of its Affiliates acting through an any office in the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the CompanyBorrower.
(b) 25.12.2 Alternatively the Agent may resign by giving thirty days’ notice to the Lenders other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Agent.
(c) 25.12.3 If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b) Clause 25.12.2 within 30 twenty days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) 25.12.4 If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)Clause 25.12.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 25 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
25.12.5 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.
25.12.6 The Agent’s resignation notice shall only take effect upon the appointment of a successor and (in the case of the Security Agent) the transfer of all the Trust Property to that successor.
25.12.7 Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 25.12.5) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 25 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
25.12.8 The Agent shall resign in accordance with Clause 25.12.2 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to Clause 25.12.3) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(a) the Agent fails to respond to a request under Clause 12.7 (FATCA information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(b) the information supplied by the Agent pursuant to Clause 12.7 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(c) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.
Appears in 2 contracts
Sources: Secured Loan Agreement, Secured Loan Agreement (HC2 Holdings, Inc.)
Resignation of the Agent. (a) The Agent may resign as Agent and/or Security Agent and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders other Finance Parties, the Hedging Banks and the CompanyBorrowers.
(b) Alternatively the Agent may resign as Agent and/or Security Agent by giving thirty (30) days' notice to the Lenders other Finance Parties, the Hedging Banks and the CompanyBorrowers, in which case the Majority Lenders (after consultation with the CompanyBorrowers) may appoint a successor Agent and/or Security Agent.
(c) If the Majority Lenders have not appointed a successor Agent and/or Security Agent in accordance with clause 31.11(bparagraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrowers) may appoint a successor Agent (acting through an office in the United Kingdom)and/or Security Agent.
(d) If The retiring Agent shall, at its own cost, make available to the successor Agent wishes to resign because 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.
(acting reasonablye) it has concluded that it is no longer appropriate for it to The Agent's resignation notice shall only take effect upon the appointment of a successor.
(f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation as Agent and/or Security Agent (as the case may be) in respect of the Finance Documents but shall remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 and any other term benefit of this Agreement dealing with the rights or obligations Clause 27 (Role of the Agent consistent with then current market practice for and the appointment Mandated Lead Arrangers). Any successor and protection each of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor Agent’s normal fee rates and those amendments will bind the Partieshad been an original Party.
Appears in 2 contracts
Sources: Term Loan Facility Agreement (DHT Holdings, Inc.), Term Loan Facility Agreement (DHT Holdings, Inc.)
Resignation of the Agent. (a) 26.13.1 The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the CompanyBorrowers.
(b) 26.13.2 Alternatively the Agent may resign by giving 30 days' notice to the Lenders other Finance Parties and the CompanyBorrowers, in which case the Majority Lenders (after consultation with the CompanyBorrowers) may appoint a successor Agent.
(c) 26.13.3 If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b) Clause 26.13.2 within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrowers) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) 26.13.4 If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)Clause 26.13.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 26 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s 's normal fee rates and those amendments will bind the Parties.
26.13.5 The retiring Agent shall 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 Borrowers shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
26.13.6 The Agent's resignation notice shall only take effect upon the appointment of a successor and (in the case of the Security Agent) the transfer of all the Trust Property to that successor.
26.13.7 Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 26.13.5) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 26 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
26.13.8 The Agent shall resign in accordance with Clause 26.13.2 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to Clause 26.13.3) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(a) the Agent fails to respond to a request under Clause 12.7 (FATCA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(b) the information supplied by the Agent pursuant to Clause 12.7 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(c) the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Borrower or that Lender, by notice to the Agent, requires it to resign.
Appears in 2 contracts
Sources: Secured Loan Facility Agreement (Diana Containerships Inc.), Secured Loan Agreement (Diana Containerships Inc.)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders each Hedging Provider, the Security Agent and the CompanyBorrower.
(b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b(b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c33.12(c), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 33 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(g) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 33.12(e)) but shall remain entitled to the benefit of clause 14.3 (Indemnity to the Agent and the Security Agent) and this clause 33 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
Appears in 2 contracts
Sources: Facility Agreement (Cool Co Ltd.), Facility Agreement (Cool Co Ltd.)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom Australia as successor by giving notice to the Lenders and the CompanyBorrower.
(b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b29.12(b) within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdomsame time zone as Australia).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c29.12(c), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 29 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees agents of syndicated financing transactions together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s 's normal fee rates and those amendments will bind the Parties.
(e) The retiring Agent shall 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 Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. Loan Note Subscription Agreement | DLA Piper | 121
(f) The Agent's resignation notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 29.12(e)) but shall remain entitled to the benefit of clause 14.3 (Indemnity to the Agent) and this clause 29 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with clause 29.12(b). In this event, the Agent shall resign in accordance with clause 29.12(b) (or, if at any time the Agent is a Defaulting Finance Party, by giving any shorter notice determined by the Majority Lenders).
(i) The Agent shall resign in accordance with clause 29.12(b) (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent under clause 29.12(c)) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under clause 12.7 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent under clause 12.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that L▇▇▇▇▇, by notice to the Agent, requires it to resign.
Appears in 2 contracts
Sources: Loan Note Subscription Agreement (Metals Acquisition LTD), Loan Note Subscription Agreement (Metals Acquisition Corp)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the CompanyBorrower.
(b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s 's normal fee rates and those amendments will bind the Parties. APJ/MSXM/076001.00588/80174749.8Page 90
(e) The retiring Agent shall 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 Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(f) The Agent's resignation notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 15.3 (Indemnity to the Agent) and this Clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.
(i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause 13.8 (FATCA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to Clause 13.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, ▇▇ ▇▇▇ice to the Agent, requires it to resign.
Appears in 1 contract
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the CompanyBorrower.
(b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 22 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 12.3 (Indemnity to the Agent) and this Clause 22 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.
Appears in 1 contract
Resignation of the Agent. (a) 26.12.1 The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the CompanyBorrowers.
(b) 26.12.2 Alternatively the Agent may resign by giving 30 days’ notice to the Lenders other Finance Parties and the CompanyBorrowers, in which case the Majority Lenders (after consultation with the CompanyBorrowers) may appoint a successor Agent.
(c) 26.12.3 If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b) Clause 26.12.2 within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrowers) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) 26.12.4 If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)Clause 26.12.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 and any other term of this Agreement dealing with the rights or obligations of the Agent Clause 26 consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
26.12.5 The retiring Agent shall, 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 Guarantor shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
Appears in 1 contract
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving 30 days’ prior written notice to the Lenders other Finance Parties and the CompanyBorrower.
(b) Alternatively the Agent may resign by giving 30 days’ prior written notice to the Lenders other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after prior consultation and agreement with the CompanyBorrower) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bClause 25.13(a) within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c▇▇▇▇▇▇ 25.13(b), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 25 (Role of the Agent, the Security Agent and the Arranger) and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(e) The retiring Agent shall, 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 Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(f) The Agent’s resignation notice shall only take effect upon the appointment of a successor and (in the case of the Security Agent) the transfer of all the Trust Property to that successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 25.13(e)) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 25 (Role of the Agent, the Security Agent and the Arranger) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) The Agent shall resign in accordance with Clause 25.13(a) (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to Clause 25.13(b)) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause 12.8 (FATCA information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to Clause 12.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that ▇▇▇▇▇▇, by notice to the Agent, requires it to resign.
Appears in 1 contract
Sources: Loan Agreement (Safe Bulkers, Inc.)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Company▇▇▇▇▇▇.
(b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the Company▇▇▇▇▇▇, in which case the Majority Lenders (after consultation with the Company▇▇▇▇▇▇) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company▇▇▇▇▇▇) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees trustees, together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates rates, and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 16.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three Months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause 14.7 (FATCA Information) and Holdco or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
Appears in 1 contract
Sources: Unsecured NGN Term Facility Agreement (IHS Holding LTD)
Resignation of the Agent. (aA) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Company.
(bB) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.
(cC) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (B) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom).
(dD) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (C) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause Clause 31 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(E) The retiring Agent shall 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 Company shall, within five Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(F) The Agent’s resignation notice shall only take effect upon the appointment of a successor.
(G) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (E) above) but shall remain entitled to the benefit of Clause 20.3 (Indemnity to the Agent) and this Clause 31 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(H) The Agent shall resign in accordance with paragraph (B) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (C) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(1) the Agent fails to respond to a request under Clause 18.8 (FATCA information) and the Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(2) the information supplied by the Agent pursuant to Clause 18.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(3) the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date, and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that ▇▇▇▇▇▇, by notice to the Agent, requires it to resign.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (Endava PLC)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the CompanyParent.
(b) Alternatively the Agent may resign by giving notice to the Lenders and the CompanyParent, in which case the Majority Lenders (after consultation with the CompanyParent) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b29.11(b) within 30 days after notice of resignation was given, the Agent (after consultation with the CompanyParent) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)29.11(c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 29 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(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 this clause 29. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) After consultation with the Parent, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with clause 29.11(b). In this event, the Agent shall resign in accordance with clause 29.11(b).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Sunrise Senior Living Inc)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the CompanyBorrowers.
(b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the CompanyBorrowers, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(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 this Clause 28. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause Error! Reference source not found. (FATCA Information) and the Guarantor or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to Clause Error! Reference source not found. (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Guarantor and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Guarantor or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Guarantor or that Lender, by notice to the Agent, requires it to resign.
Appears in 1 contract
Sources: Revolving Facilities Agreement (Molson Coors Brewing Co)
Resignation of the Agent. (a) 25.13.1 The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the CompanyBorrowers.
(b) 25.13.2 Alternatively the Agent may resign by giving 30 days’ notice to the Lenders other Finance Parties and the CompanyBorrowers, in which case the Majority Lenders (after consultation with the CompanyBorrowers) may appoint a successor Agent.
(c) 25.13.3 If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b) Clause 25.13.2 within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrowers) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) 25.13.4 If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)Clause 25.13.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 25 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
25.13.5 The retiring Agent shall, 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 Borrowers shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
25.13.6 The Agent’s resignation notice shall only take effect upon the appointment of a successor and (in the case of the Security Agent) the transfer of all the Trust Property to that successor.
25.13.7 Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 25.13.5) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 25 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
25.13.8 The Agent shall resign in accordance with Clause 25.13.2 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to Clause 25.13.3) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(a) the Agent fails to respond to a request under Clause 12.7 (FATCA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(b) the information supplied by the Agent pursuant to Clause 12.7 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(c) the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.
Appears in 1 contract
Sources: Secured Loan Agreement (Genco Shipping & Trading LTD)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving 30 days’ prior written notice to the Lenders other Finance Parties and the CompanyBorrower.
(b) Alternatively the Agent may resign by giving 30 days’ prior written notice to the Lenders other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after prior consultation and agreement with the CompanyBorrower) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bClause 25.13(a) within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(cClause 25.13(b), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 25 (Role of the Agent, the Security Agent and the Arranger) and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(e) The retiring Agent shall, 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 Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(f) The Agent’s resignation notice shall only take effect upon the appointment of a successor and (in the case of the Security Agent) the transfer of all the Trust Property to that successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 25.13(e)) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 25 (Role of the Agent, the Security Agent and the Arranger) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) The Agent shall resign in accordance with Clause 25.13(a) (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to Clause 25.13(b)) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause 12.8 (FATCA information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
Appears in 1 contract
Sources: Amending and Restating Agreement (Safe Bulkers, Inc.)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Company.
(b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b31.12(b) within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c31.12(c), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 31.12 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s 's normal fee rates and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 31.12(e)) but shall remain entitled to the benefit of clause 19.3 (indemnity to the Agent) and this clause 31 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with clause 31.12(b). In this event, the Agent shall resign in accordance with clause 31.12(b).
(i) The Agent shall resign in accordance with clause 31.12(b) (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to clause 31.12(c)) if on or after the date which is 3 months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under clause 17.12 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; 10-16526587-2\13845-2639 143
(ii) the information supplied by the Agent pursuant to clause 17.12 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.
Appears in 1 contract
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving 30 days' prior written notice to the Lenders other Finance Parties and the CompanyBorrower.
(b) Alternatively the Agent may resign by giving 30 days' prior written notice to the Lenders other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after prior consultation and agreement with the CompanyBorrower) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bClause 25.13(a) within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c▇▇▇▇▇▇ 25.13(b), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 25 (Role of the Agent, the Security Agent and the Arranger) and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s 's normal fee rates and those amendments will bind the Parties.
(e) The retiring Agent shall, 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 Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(f) The Agent's resignation notice shall only take effect upon the appointment of a successor and (in the case of the Security Agent) the transfer of all the Trust Property to that successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 25.13(e)) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 25 (Role of the Agent, the Security Agent and the Arranger) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) The Agent shall resign in accordance with Clause 25.13(a) (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to Clause 25.13(b)) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause 12.8 (FATCA information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to Clause 12.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that ▇▇▇▇▇▇, by notice to the Agent, requires it to resign.
Appears in 1 contract
Sources: Loan Agreement (Safe Bulkers, Inc.)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom Kingdom, any member state of the European Economic Area or any Participating Member State as successor by giving notice to the Lenders and the CompanyBorrower.
(b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdom, any member state of the European Economic Area or any Participating Member State).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 23 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(e) The retiring Agent shall 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 Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(f) Each of the Obligor, ▇▇▇▇▇▇▇ and Agent shall cooperate to make such amendments to the Letter of Credit as may be necessary to reflect the replacement of the retiring Agent with a successor Agent.
(g) The Agent’s resignation notice shall only take effect upon the appointment of a successor.
(h) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of clause 23.10 (Lenders’ Indemnity to the Agent) and this clause 23 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under clause 9.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to clause 9.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,
(iv) and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not have been required if the Agent were a FATCA Exempt Party, and the Borrower or that ▇▇▇▇▇▇, by notice to the Agent, requires it to resign.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.)
Resignation of the Agent. (a) 34.12.1 The Agent may resign without giving any reason therefor and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders Lenders, each Hedging Provider, the Security Agent and the CompanyBorrowers.
(b) 34.12.2 Alternatively the Agent may resign without giving any reason therefor by giving 30 days notice to the Lenders other Finance Parties and the CompanyBorrowers, in which case the Majority Lenders (after consultation with the CompanyBorrowers) may appoint a successor AgentAgent acting through an office in the United Kingdom.
(c) 34.12.3 If the Majority Lenders have Le▇▇▇▇▇ ▇ave not appointed a successor Agent in accordance with clause 31.11(b) 34.12.2 above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrowers) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) 34.12.4 If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)34.12.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 34 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will (subject to approval by the Majority Lenders, which approval shall not be unreasonably withheld or delayed) bind the Parties.
34.12.5 The retiring Agent shall, either at the Lenders’ expense if it has been required to resign pursuant to clause 34.13 (Replacement of the Agent) or otherwise 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 Borrowers shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
34.12.6 The Agent’s resignation notice shall only take effect upon the appointment of a successor but where the Agent has indicated that it wishes to resign but no successor has been appointed it shall not, unless it otherwise agrees, be obliged to carry out any further agency function under this Agreement.
34.12.7 The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 34.12.5) but shall remain entitled to the benefit of clause 14.3 (Indemnity to the Agent and the Security Agent) and this clause 34 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
Appears in 1 contract
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom UK as successor by giving notice to the Lenders and the Company.
(b) Alternatively the Agent may resign by giving thirty (30) days’ notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor AgentAgent (acting through an office in the UK).
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United KingdomUK).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement Party as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 30 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agentagent’s normal fee rates and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 18.3 (Indemnity to the Agent) and this Clause 30 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) Months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause 16.8 (FATCA Information) and the Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to Clause 16.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date, and (in each case) the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign.
Appears in 1 contract
Sources: Senior Facilities Agreement (Inspired Entertainment, Inc.)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the CompanyBorrowers.
(b) Alternatively the Agent may resign by giving 30 days notice to the Lenders and the CompanyBorrowers, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(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 this Clause 28. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
Appears in 1 contract
Sources: Revolving Facilities Agreement (Molson Coors Brewing Co)
Resignation of the Agent. (a) 29.11.1 The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Company.
(b) 29.11.2 Alternatively the Agent may resign by giving 30 days notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.
(c) 29.11.3 If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b) Clause 29.11.2 above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) 29.11.4 If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)Clause 29.11.3 above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 29 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
29.11.5 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.
29.11.6 The Agent’s resignation notice shall only take effect upon the appointment of a successor.
29.11.7 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 this Clause 29. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
29.11.8 After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with Clause 29.11.2 above. In this event, the Agent shall resign in accordance with Clause 29.11.2 above.
Appears in 1 contract
Sources: Revolving Facility Agreement (Penske Automotive Group, Inc.)
Resignation of the Agent. (a) 26.14.1 The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders other Finance Parties and the CompanyBorrower.
(b) 26.14.2 Alternatively the Agent may resign by giving 30 days' notice to the Lenders other Finance Parties and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Agent.
(c) 26.14.3 If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b) Clause 26.14.2 within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) 26.14.4 If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)Clause 26.14.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 26 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments trustees.
26.14.5 The retiring Agent shall, make available to the agency fee payable under this Agreement which are consistent with successor Agent such documents and records and provide such assistance as the successor Agent’s normal fee rates Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and those amendments will bind the Partiesexpenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
Appears in 1 contract
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the CompanyBorrowers.
(b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the CompanyBorrowers, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(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 this Clause 28. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause Error! Reference source not found.Error! Reference source not found. (FATCA Information) and the Guarantor or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to Clause Error! Reference source not found.Error! Reference source not found. (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Guarantor and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Guarantor or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Guarantor or that Lender, by notice to the Agent, requires it to resign.
Appears in 1 contract
Sources: Unsecured Uncommitted Revolving Facilities Agreement (Molson Coors Brewing Co)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the CompanyParent.
(b) Alternatively the Agent may resign by giving 30 days notice to the Lenders and the CompanyParent, in which case the Majority Lenders (after consultation with the CompanyParent) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyParent) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 33 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s 's normal fee rates and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(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 this Clause 33. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
Appears in 1 contract
Sources: Senior Term and Revolving Facilities Agreement (Inspired Entertainment, Inc.)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the CompanyBorrowers.
(b) Alternatively the Agent may resign by giving 30 days notice to the Lenders and the CompanyBorrowers, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom)Agent.
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 30 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(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 this Clause 30. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
Appears in 1 contract
Sources: Revolving Facilities Agreement (Molson Coors Brewing Co)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom Kingdom, any member state of the European Economic Area or any Participating Member State as successor by giving notice to the Lenders and the CompanyBorrower.
(b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdom, any member state of the European Economic Area or any Participating Member State).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 22.11 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(e) The retiring Agent shall 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 Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(f) Each of the Obligor, ▇▇▇▇▇▇▇ and Agent shall cooperate to make such amendments to the Letter of Credit as may be necessary to reflect the replacement of the retiring Agent with a successor Agent.
(g) The Agent’s resignation notice shall only take effect upon the appointment of a successor.
(h) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of clause 22.10 (Lenders’ Indemnity to the Agent) and this clause 23 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under clause 9.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to clause 9.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,
(iv) and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not have been required if the Agent were a FATCA Exempt Party, and the Borrower or that ▇▇▇▇▇▇, by notice to the Agent, requires it to resign.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the CompanyBorrower.
(b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the CompanyBorrower, in which case the Majority Lenders (after consultation with the CompanyBorrower) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the CompanyBorrower) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed DocuSign Envelope ID: 9280C6A2-0B54-4105-ADC3-B64316B92B07 successor Agent amendments to this clause 31 Clause 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s 's normal fee rates and those amendments will bind the Parties.
(e) The retiring Agent shall 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 Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(f) The Agent's resignation notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 15.3 (Indemnity to the Agent) and this Clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.
(i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause 13.8 (FATCA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to Clause 13.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that ▇▇▇▇▇▇, by notice to the Agent, requires it to resign. DocuSign Envelope ID: 9280C6A2-0B54-4105-ADC3-B64316B92B07
Appears in 1 contract
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Company▇▇▇▇▇▇.
(b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the Company▇▇▇▇▇▇, in which case the Majority Lenders (after consultation with the Company▇▇▇▇▇▇) may appoint a successor Agent.
(c) If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company▇▇▇▇▇▇) may appoint a successor Agent (acting through an office in the United Kingdom).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees trustees, together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates rates, and those amendments will bind the Parties.
(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 notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 16.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three Months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause 14.7 (FATCA Information) and Holdco or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
Appears in 1 contract
Sources: Unsecured NGN Revolving Credit Facility Agreement (IHS Holding LTD)
Resignation of the Agent. (a) The Agent may resign and without giving any reason therefor and, after consultation with the Parent, appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders Lenders, the Security Agent and the CompanyParent.
(b) Alternatively the Agent may resign without giving any reason therefor by giving thirty (30) days notice to the Lenders other Finance Parties and the CompanyParent, in which case the Majority Required Lenders (after consultation with the CompanyParent) may appoint a successor Agent.
(c) If the Majority Required Lenders have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) above within 30 twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the CompanyParent) may appoint a successor Agent (acting through an office in the United Kingdom).
Agent. (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
Appears in 1 contract
Sources: Secured Credit Facility Agreement (Seadrill Partners LLC)
Resignation of the Agent. (a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the CompanyBorrower.
(b) Alternatively the Agent may resign by giving 5 days’ notice to the Lenders and the CompanyNewco, in which case the Majority Lenders (after consultation with the CompanyNewco) may appoint a successor Agent.
(c) If the Majority Lenders ▇▇▇▇▇▇▇ have not appointed a successor Agent in accordance with clause 31.11(bparagraph (b) of this Clause 24.9 within 30 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom).Agent,
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c)paragraph (c) of this Clause 24.9, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 Clause 24 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.
(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 this Agreement.
(f) The Agent’s resignation notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Transaction Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 24.8 (Indemnity to the Agent) and this Clause 24 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
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