Common use of Facility Agent Clause in Contracts

Facility Agent. Each of the Class A Revolving Lenders (other than the Class A Revolving Conduit Lenders) in accordance with its Pro Rata Share severally agrees to indemnify the Facility Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by the Borrower or the Servicer, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Facility Agent. Each The Facility Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Revolving Lender and the Borrower. Upon any such notice of resignation, Requisite Class A Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Borrower, to appoint a successor Facility Agent provided, that the appointment of a successor Facility Agent shall require the Class B Agent’s approval which shall not be unreasonably withheld or delayed and (so long as no Default or Event of Default has occurred and is continuing) the Borrower’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Facility Agent hereunder by a successor Facility Agent, that successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Facility Agent and the retiring Facility Agent shall promptly (i) transfer to such successor Facility Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Facility Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Facility Agent, whereupon such retiring Facility Agent shall be discharged from its duties and obligations hereunder. After any retiring Facility Agent’s resignation hereunder as Facility Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Facility Agent hereunder. If the Facility Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Revolving Lenders have been paid in full in Cash, such Facility Agent shall provide immediate notice of resignation to the Borrower, and the Requisite Class B Lenders shall have the right, upon five (other than 5) Business Days’ notice to the Class A Revolving Conduit Lenders) in accordance with its Pro Rata Share severally agrees Borrower, to indemnify the appoint a successor Facility Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by the Borrower or the Servicer, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no that the appointment of any successor Facility Agent that is not a Class A B Revolving Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) the Borrower’s approval, which approval shall not be liable for any portion of such liabilitiesunreasonably withheld, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses delayed or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedconditioned.

Facility Agent. Each (i) The Facility Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Revolving Xxxxxx and the Borrower. Upon any such notice of resignation, Requisite Class A Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Borrower, to appoint a successor Facility Agent provided, that the appointment of a successor Facility Agent shall require the Class B Agent’s approval which shall not be unreasonably withheld or delayed and (so long as no Default or Event of Default has occurred and is continuing) the Borrower’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Facility Agent hereunder by a successor Facility Agent, that successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Facility Agent and the retiring Facility Agent shall promptly (i) transfer to such successor Facility Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Facility Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Facility Agent, whereupon such retiring Facility Agent shall be discharged from its duties and obligations hereunder. After any retiring Facility Agent’s resignation hereunder as Facility Agent, the provisions of this 0 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Facility Agent hereunder. If the Facility Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Revolving Lenders have been paid in full in Cash, such Facility Agent shall provide immediate notice of resignation to the Borrower, and the Requisite Class B Lenders shall have the right, upon five (other than 5) Business Days’ notice to the Borrower, to appoint a successor Facility Agent; provided, that the appointment of any successor Facility Agent that is not a Class B Revolving Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) the Borrower’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, the Facility Agent may assign its rights and duties as Facility Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, the Borrower or the Class A Revolving Conduit Lenders) in accordance with its Pro Rata Share severally agrees to indemnify the Facility Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent ; provided that such AA Indemnitee Agent Party shall not have been reimbursed by the Borrower or and the Servicer, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Lender shall be liable for any portion of Lenders may deem and treat such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee assigning Facility Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.Facility

Facility Agent. Each of the The Class A Revolving Lenders (other than the Class A Revolving Conduit Lenders) in accordance with its Pro Rata Share severally agrees agree to indemnify the Facility Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by the Borrower or the Servicer, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

Facility Agent. 28.1 Each of the Class A Revolving Lenders irrevocably appoints the Facility Agent as its agent for the purposes of this Agreement and the other Transaction Documents and authorises the Facility Agent (whether or not by or through employees or agents) to take such action on the relevant Lender’s behalf and to exercise such rights, remedies, powers and discretions as are specifically delegated to Facility Agent by this Agreement, together with such powers and discretions as are reasonably incidental thereto. The Facility Agent shall not, however, have any duties, obligations or liabilities to the Lenders beyond those expressly stated in this Agreement and the other than Transaction Documents. 28.2 Each of the Class A Revolving Conduit LendersFinance Parties agrees as follows: (a) unless a contrary indication appears in a Transaction Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Instructing Group (or, if so instructed by the Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with its Pro Rata Share severally agrees to indemnify an instruction of the Instructing Group; (b) unless a contrary indication appears in a Transaction Document, any instructions given by the Instructing Group will be binding on all the Finance Parties; (c) the Facility AgentAgent may refrain from acting in accordance with the instructions of the Instructing Group (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions; (d) in the absence of instructions from the Instructing Group, (or if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders; and (e) the Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Transaction Document. 28.3 The Facility Agent may retire from its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), appointment as agent for the Lenders having given to the extent Lenders and the Borrower not less than thirty (30) days notice of its intention to do so provided always that no such AA Indemnitee retirement by the Facility Agent Party shall take effect unless there has been appointed by the Lenders as a successor agent either: (a) any reputable and experienced bank or financial institution with offices in London or Germany (or, if different, any Lender) nominated by the Lenders after (for so long as there shall not have been reimbursed occurred and be continuing an Event of Default) consultation in good faith with the Borrower; or (b) failing such a nomination, any reputable and experienced bank or financial institution with offices in London or Germany (or, if different, any Lender) nominated by the Facility Agent after consultation in good faith with the Lenders and (for so long as there shall not have occurred and be continuing an Event of Default) the Borrower. 28.4 The Instructing Group may at any time require the Facility Agent to retire from its appointment as Facility Agent under this Agreement and the other Transaction Document without giving any reason upon giving to the Facility Agent and the Borrower not less than thirty (30) days’ prior written notice to such effect. The Facility Agent agrees to co-operate in giving effect to such resignation in accordance with any such notice duly received by it and, in such connection, shall execute all such deeds and documents as the Lenders may reasonably require in order to provide for (a) such resignation, (b) the appointment of a successor facility agent and (c) the transfer of the rights and obligations of the Facility Agent under this Agreement and the other Transaction Documents to such successor, in each case in a legal, valid and binding manner. The retiring Facility Agent shall not be responsible for any costs occasioned by such retirement (including in relation to any such deeds or documents previously referred to in this Clause 28.4). 28.5 Upon any such successor as aforesaid being appointed, the Servicerretiring Facility Agent shall be discharged from any further obligation under this Agreement and its successor and each of the other Parties shall have the same rights and obligations among themselves as they would have had if such successor had been a Party in place of the retiring Facility Agent. 28.6 If any appointment of a successor facility agent pursuant to this Clause 28 gives rise to an obligation on the part of any Obligor to make a payment under any Transaction Document in excess of that which it would have been obliged to make thereunder had no such appointment taken place, then the relevant Obligor shall not be obliged (other than as a result of a Change in Law after the date of such appointment) to make any payment thereunder in excess of that which it would have been obliged to make had such appointment not taken place, unless (a) such appointment is made at the request of an Obligor or (b) such appointment is necessary in order to comply with any Change in Law or any request from or requirement of any Governmental Authority (whether or not having the force of law but in respect of which compliance is generally customary). 28.7 Each Party hereby agrees, for so long as no Event of Default shall have occurred and against any and all liabilitiesbe continuing, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating that no successor facility agent appointed pursuant to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Lender Clause 28 shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shallperson who is, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedBorrower (acting reasonably) a competitor of the Borrower.

Facility Agent. Each (a) If (i) the Facility Agent receives written notice that a Default or Event of Default has occurred and is continuing, or (ii) the Responsible Officer, in the course of reviewing a Notice of Borrowing or any accompanying or related documents pursuant to this Section 3, determines, in his or her judgment, taking into account such information of which such Responsible Officer has actual knowledge at the time, or otherwise obtains actual knowledge that a Default or Event of Default has occurred and is continuing, then the Facility Agent shall promptly, and in any event within five (5) days of making such a determination based on judgment, notify Ex-Im Bank and the Borrower in writing of such Default or Event of Default. (b) The Facility Agent shall promptly inform Ex-Im Bank of the Class A Revolving Lenders contents of any notice or document received by it from the Borrower hereunder, unless Ex-Im Bank has been shown to have been copied on such notice or document. (c) If Ex-Im Bank requires any additional information in connection with any documentation submitted or request made pursuant to this Section 3, then the Facility Agent shall, at Ex-Im Bank's request, provide reasonable assistance to Ex-Im Bank in obtaining additional information or addressing any omissions or deficiencies in documentation. (d) If the Facility Agent receives written notice or the Responsible Officer has actual knowledge that all or any portion of the Guaranteed Credits or the Loans has been cancelled (other than the Class A Revolving Conduit Lenders) in accordance with its Pro Rata Share severally agrees to indemnify the Facility Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”by Ex-Im Bank), or that any Disbursement or Utilization under this Agreement has been suspended, it shall promptly so notify Ex-Im Bank. (e) The Facility Agent shall ensure that, prior to providing a Utilization Conditions Review Notice, Disbursement Review Notice or Operations Review Notice to Ex-Im Bank, or at the request of Ex-Im Bank at any other time during the Availability Period, it shall consult with the Responsible Officer in relation to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by the Borrower or the Servicer, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating matters referred to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shallUtilization Conditions Review Notice, in the opinion of such AA Indemnitee Agent Party, be insufficient Disbursement Review Notice or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnishedOperations Review Notice.