Resignation of the Facility Agent Clause Samples
The 'Resignation of the Facility Agent' clause outlines the process and conditions under which the facility agent in a financing arrangement may step down from their role. Typically, this clause specifies the notice period the agent must provide, the requirements for appointing a successor, and the agent's responsibilities during the transition period. Its core function is to ensure a smooth and orderly handover of duties, minimizing disruption to the administration of the facility and maintaining continuity for all parties involved.
Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint any of its Affiliates as successor Facility Agent by giving 30 days’ notice to the other Finance Parties and the Owner.
(b) Alternatively the Facility Agent may resign by giving written notice to the Finance Parties and the Owner, in which case the Majority Lenders may appoint a successor Facility Agent.
(c) If no successor Facility Agent has been appointed under paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent may appoint a successor Facility Agent.
(d) The resignation of the Facility Agent and the appointment of any successor Facility Agent will both become effective only when the successor Facility Agent (i) notifies all the Parties that it accepts its appointment and (ii) confirms that it is satisfied that the rights under the Security Documents and the DPP have been assigned or transferred to it. On giving the notification and confirmation, the successor Facility Agent will succeed to the position of the Facility Agent and the term Facility Agent will mean the successor Facility Agent.
(e) The retiring Facility Agent must, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as the Facility Agent under the Finance Documents.
(f) Upon its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action taken or not taken by it in connection with the Finance Documents while it was the Facility Agent, and, subject to paragraph (e) above, it will have no further obligations in its capacity as Facility Agent under any Finance Document.
(g) The Majority Lenders may, by notice to the Facility Agent, require it to resign under paragraph (b) above.
(h) Any successor Facility Agent will be located or have a branch in London, Luxembourg or New York and the Facility Agent or, as the case may be, the Mandated Lead Arranger will consult with the Owner in relation to the identity of such successor Facility Agent.
Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint any of its Affiliates as successor Facility Agent by giving notice to the other Finance Parties and the Company.
Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Company.
(b) Alternatively the Facility Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent.
(c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in the United Kingdom).
(d) The retiring Facility Agent shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.
(e) The resignation notice of the Facility Agent shall only take effect upon the appointment of a successor.
(f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 27. 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.
(g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.
Resignation of the Facility Agent. (a) The Facility Agent may resign and appoint any of its Affiliates as successor Facility Agent by giving notice to the Lenders and the Company.
(b) Alternatively, the Facility Agent may resign by giving notice to the Lenders and the Company, in which case the Majority Lenders may appoint a successor Facility Agent.
(c) If no successor Facility Agent has been appointed under paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent may appoint a successor Facility Agent.
(d) The person(s) appointing a successor Facility Agent must, if practicable, consult with the Company prior to the appointment.
(e) The resignation of the Facility Agent and the appointment of any successor Facility Agent will both become effective only when the successor Facility Agent notifies all the Parties that it accepts its appointment. On giving the notification, the successor Facility Agent will succeed to the position of the Facility Agent and the term "Facility Agent" will mean the successor Facility Agent.
Resignation of the Facility Agent. 10.1 The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.
Resignation of the Facility Agent. (a) The Facility Agent may resign by giving written notice to the Lenders and the Borrower, in which case the Majority Lenders shall appoint a successor facility agent of which the Borrower approves, such approval not to be unreasonably withheld or delayed.
(b) If no successor Facility Agent has been appointed under paragraph (a) above within thirty (30) days after notice of resignation was given, the Facility Agent may appoint a successor Facility Agent.
(c) The resignation of the Facility Agent and the appointment of any successor facility agent will both become effective only when the successor facility agent notifies all the Parties that it accepts its appointment and confirms that it is satisfied that the rights under the Security Documents have been assigned or transferred to it. On giving the notification and confirmation, the successor facility agent will succeed to the position of the Facility Agent and the term Facility Agent will mean the successor facility agent.
(d) The retiring Facility Agent must, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as the Facility Agent under the Finance Documents.
(e) Upon its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action taken or not taken by it in connection with the Finance Documents while it was the Facility Agent and, subject to paragraph (d) above, it will have no further obligations in its capacity as Facility Agent under any Finance Document.
(f) The Majority Lenders may, by notice to the Facility Agent require it to resign under paragraph (a) above.
Resignation of the Facility Agent. Should the Facility Agent decide to resign its duties as the Facility Agent at any time, it shall provide written notices at least sixty (60) days in advance to the Lenders and the Borrower. The Majority Lenders shall be entitled to designate a successor Facility Agent. If the Lenders have not designated a Facility Agent within sixty (60) days after receiving the notice or the designated Facility Agent has not agreed to accept the appointment, the resigned Facility Agent shall designate a successor Facility Agent on behalf of the Lenders. The Facility Agent’s resignation shall take effect after the successor Facility Agent has been appointed and agreed to take on the position. The successor Facility Agent shall inherit the original rights, privileges, decision making rights, and duties of the resigned Facility Agent; and the resigned Facility Agent shall be absolved of any continued responsibilities and obligations as the Facility Agent under the terms of this Agreement. The resigned Facility Agent shall remit the unearned Facility Agent Fee that it has already received based on the ratio calculated according to the effective date of its resignation to the successor Facility Agent. The parties to the Agreement agree to sign any documents required for the replacement of Facility Agent. After the resignation of the original Facility Agent, the terms provided by Paragraphs 7, 8, and 9 of this Article shall serve to protect the interests of the resigned Facility Agent, and the resigned Facility Agent’s actions or inactions within its terms of office shall remain valid.
Resignation of the Facility Agent. The Facility Agent shall resign (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent) if:
(a) the Facility Agent fails to respond to a request under Section 4.14 and the Borrower or a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party; or
(b) the information supplied by the Facility Agent pursuant to Section 4.14 indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party; or
(c) the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party, and (in each case) the Borrower or a Lender reasonably believes that a party to this Agreement will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Facility Agent, requires it to resign, provided that any such resignation (i) shall be subject to the restrictions in the FEC Supplemental Assignment Agreement and (ii) shall not become effective until a successor Facility Agent has been appointed as provided in Section 10.5, such successor Facility Agent has accepted such appointment and the consent of each of Hermes and the Finnish Authority has been obtained for the resignation.
Resignation of the Facility Agent. 26.11.1 The Facility Agent may resign and appoint one of its Affiliates acting through an office in South Africa as successor by giving notice to the other Finance Parties and the Obligors.
Resignation of the Facility Agent. 22.1.4.1. In the event that as a result of any law it shall become illegal for Bank Hapoalim (or any subsequent Facility Agent) to act as Facility Agent, it may, upon the giving of 30 (thirty) days’ prior written notice to that effect to the Finance Parties and to the Borrower, resign, provided that no such resignation shall be effective until a successor for the Facility Agent is appointed in accordance with the succeeding provisions of clause 22.1.4.2 below.
22.1.4.2. If the Facility Agent gives notice of its resignation pursuant to clause 22.1.4.1 above, then any one of the Israeli banks being Lenders may be appointed as a successor to the Facility Agent by the Lenders during the period of such notice but, if no such successor may be appointed under law or if no such Israeli bank is willing to act as the Facility Agent, the Facility Agent may itself appoint as its successor any reputable and experienced Israeli bank. The Facility Agent shall provide the Borrower with notice of any such appointment.
22.1.4.3. If a successor to the Facility Agent is appointed under the provisions of clause 22.1.4.2 above, then: (a) the departing Facility Agent shall be discharged from any further obligation under the Finance Documents, in its capacity as Facility Agent; and (b) its successors and each of the other Finance Parties and the Borrower shall have the same rights and obligations amongst themselves as they would have had if such successor had been the original Facility Agent.