Resignation of the Agent and the Security Agent Clause Samples
The 'Resignation of the Agent and the Security Agent' clause outlines the procedures and requirements for an agent or security agent to step down from their role in a contractual arrangement. Typically, this clause specifies the notice period the agent must provide, any conditions that must be met before resignation is effective, and the process for appointing a successor. For example, it may require the resigning agent to assist in the transition and ensure that all relevant documents and information are transferred to the new agent. The core function of this clause is to ensure continuity and stability in the administration of the agreement by providing a clear and orderly process for replacing key parties responsible for managing obligations and security interests.
Resignation of the Agent and the Security Agent. (a) The Agent and the Security Agent may resign and appoint one of its Affiliates acting through an office in one of the Participating Member States as successor by giving notice to the other Finance Parties and the Borrowers.
(b) Alternatively the Agent and the Security Agent may resign by giving notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the German Borrower) may appoint a successor Agent or Security Agent.
(c) If the Majority Lenders have not appointed a successor Agent or Security Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent or the Security Agent (after consultation with the German Borrower) may appoint a successor Agent or Security Agent (acting through an office in one of the Participating Member States).
(d) The retiring Agent or Security Agent shall, at its own cost, make available to the successor Agent or Security Agent such documents and records and provide such assistance as the successor Agent or the Security Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(e) The Agent's or the Security Agent's resignation notice shall only take effect upon the appointment of a successor.
(f) Upon the appointment of a successor, the retiring Agent or the Security 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. 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 German Borrower, the Majority Lenders may, by notice to the Agent or the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent or the Security Agent shall resign in accordance with paragraph (b) above.
Resignation of the Agent and the Security Agent. (a) Notwithstanding its irrevocable appointment, the Agent or the Security Agent may resign by giving notice to the Banks and the Borrower, in which case the Agent or the Security Agent, as the case may be, may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld), and subject, in the case of the Security Agent, to Clause 25.17 (Security Agent as Administrator) and the Collateral Sharing Intercreditor Agreement, forthwith appoint one of its Affiliates as successor Agent or Security Agent or, failing that, the Majority Banks, subject, in the case of the Security Agent, to Clause 25.17 (Security Agent as Administrator) and the Collateral Sharing Intercreditor Agreement, may appoint a successor Agent or Security Agent with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed).
(b) If the appointment of a successor Agent or Security Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent or Security Agent which accepts the appointment, the Agent or Security Agent may, subject, in the case of the Security Agent, to Clause 25.17 (Security Agent as Administrator) and the Collateral Sharing Intercreditor Agreement, appoint a successor Agent or Security Agent.
(c) The resignation of an Agent or Security Agent and the appointment of any successor Agent or Security Agent will both become effective only upon the successor Agent or Security Agent notifying all the Parties that it accepts its appointment. On giving the notification, the successor Agent or Security Agent will succeed to the position of the Agent or Security Agent in respect of the relevant Facility and the term "AGENT" or "SECURITY AGENT" will mean the successor Agent or Security Agent, as the case may be.
Resignation of the Agent and the Security Agent. Each of the Agent and the Security Agent may, by giving notice to the other Finance Parties and the Borrower, resign and appoint as successor Agent or Security Agent (as applicable):
Resignation of the Agent and the Security Agent. (a) Each of the Agent and the Security Agent may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Finance Parties and the Borrower.
(b) Alternatively the Agent or the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the other Finance Parties and the Borrower) may appoint a successor Agent or Security Agent (as applicable).
(c) If the Majority Lenders have not appointed a successor Agent or Security Agent in accordance with clause 26.13(b) within 20 Business Days after notice of resignation was given, the retiring Agent or Security Agent (as applicable) (after consultation with the other Finance Parties and Borrower) may appoint a successor Agent or Security Agent (as applicable).
(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 26.13(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 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 normal fee rates and those amendments will bind the Parties.
(e) The retiring Agent or Security Agent (as applicable) shall, at its own cost, make available to the successor Agent or Security Agent (as applicable) such documents and records and provide such assistance as the successor Agent or Security Agent may reasonably request for the purposes of performing its functions as Agent or Security Agent (as applicable) under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent or Security Agent (as applicable) 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.
Resignation of the Agent and the Security Agent a) Each of the Agent and the Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.
b) Alternatively either the Agent or the Security Agent may resign by giving thirty (30) days’ notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent or Security Agent, as applicable.
c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, in accordance with paragraph b) above within twenty (20) days after notice of resignation was given, the retiring Agent or retiring Security Agent (after consultation with the Borrower) may appoint a successor Agent or Security Agent, as applicable.
d) The retiring Agent or retiring Security Agent shall, at its own cost, make available to the successor Agent or successor Security Agent such documents and records and provide such assistance as the successor Agent or successor Security Agent may reasonably request for the purposes of performing its functions as Agent or as Security Agent, as the case may be, under the Finance Documents.
Resignation of the Agent and the Security Agent. Each of the Agent and the Security 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.
Resignation of the Agent and the Security Agent. (a) The Agent and the Security Agent may resign and appoint one of their Affiliates acting through an office in the same jurisdiction as their existing office as successor by giving notice to the Lenders and the Borrower.
Resignation of the Agent and the Security Agent. The Agent or the Security Agent may resign by giving 30 days’ notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the other Finance Parties and the Borrower) may appoint a successor Agent or Security Agent (as applicable).