Agent's Resignation. (a) The Facility Agent may resign and appoint any of its Affiliates incorporated in the European Union 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. (f) 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. (g) 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 (f) above, it will have no further obligations under any Finance Document. (h) The Majority Lenders may, by notice to the Facility Agent, require it to resign under paragraph (b) above.
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Samples: Bridge Facilities Agreement (Bayer Aktiengesellschaft), Bridge Facilities Agreement (Bayer Aktiengesellschaft), Syndicated Facilities Agreement (Bayer Aktiengesellschaft)
Agent's Resignation. (a) The Facility Agent may resign and appoint at any time by giving at least 60 days' prior written notice of its Affiliates incorporated in the European Union as successor Facility Agent by giving notice intention to do so to each other of the Lenders and the Company.
(b) AlternativelyBorrowers. Upon any such resignation, the Facility Lenders (other than the resigning Agent) shall have the right to appoint a successor Agent, subject, unless an Event of Default shall have occurred and be continuing, to the Borrower's consent, such consent not to be unreasonably withheld. If no successor to the Agent may resign shall have been so appointed by giving notice to the Lenders and shall have accepted such appointment within thirty (30) calendar days after the Companyresigning Agent's giving of notice of resignation, in which case then the Majority Lenders may resigning Agent may, on behalf of the Lenders, appoint a successor Facility Agent.
(c) If no successor Facility Agent has been appointed under paragraph (b) above within 30 days after notice from among the remaining Lenders. Upon the acceptance of resignation was given, the Facility any appointment as Agent may appoint hereunder by a successor Facility Agent.
(d) , such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The person(s) appointing a successor Facility new Agent mustappointed pursuant to this Section 11.7 shall immediately issue new Letters of Credit in place of Letters of Credit previously issued by the resigning Agent, or if practicable, consult with the Company prior acceptable to the appointment.
(e) The resignation resigning Agent, issue letters of credit in favor of the Facility resigning Agent as security for such outstanding Letters of Credit and shall in due course replace all Letters of Credit previously issued by the resigning Agent. In connection with the appointment of any a 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 notificationAgent, the successor Facility Agent will succeed Borrowers shall deliver to the position Agent a processing and recordation fee of $3,000. Upon the Facility appointment of a new Agent and hereunder, the term Facility Agent will "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, the successor Facility Agent.
(f) The retiring Facility Agent must, at its own cost, make available provisions of this Agreement shall continue to inure to the successor Facility benefit of such 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.
(g) Upon its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action actions taken or not omitted to be taken by it in connection with the Finance Documents while it was the Facility Agent and, subject to paragraph (f) above, it will have no further obligations under any Finance Documentthis Agreement.
(h) The Majority Lenders may, by notice to the Facility Agent, require it to resign under paragraph (b) above.
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