Successor Deal Agent Clause Samples
The Successor Deal Agent clause defines the process and criteria for appointing a new deal agent if the current agent resigns, is removed, or is otherwise unable to perform their duties. Typically, this clause outlines who has the authority to select the successor, the qualifications required, and the timeline for the transition. Its core function is to ensure continuity in the administration and management of the deal, preventing disruptions that could arise from a gap in agency representation.
Successor Deal Agent. Each Deal Agent may, upon 5 days’ notice to the Issuer, the related Purchasers and the Series Enhancer, if any, and each Deal Agent will, upon the direction of all of its related Purchasers, resign as Deal Agent. If such Deal Agent shall resign, then the Purchasers related to such Deal Agent during such 5-day period shall appoint from among the applicable Purchasers a successor agent. If for any reason no successor Deal Agent is appointed during such 5-day period, then effective upon the termination of such 5-day period, the Purchasers related to such Deal Agent shall perform all of the duties of a Deal Agent hereunder and the Issuer shall for all purposes deal directly with such Purchasers. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article VI and Article VII hereof shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement. Any retiring Deal Agent shall provide prompt written notice of its resignation hereunder to each Rating Agency.
Successor Deal Agent. The Deal Agent may, upon five days’ notice to the Borrower and each Lender, and the Deal Agent will, upon the direction of all Lenders, resign as Deal Agent. If the Deal Agent shall resign, then the Lenders, during such five day period, shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by the Lenders during such five day period, then effective upon the expiration of such five day period, the Borrower or the Deal Agent, as applicable, shall make all payments it otherwise would have made to the Deal Agent in respect of the Obligations or under any fee letter delivered in connection herewith directly to the Lenders and for all purposes shall deal directly with the Lenders. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article X and this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Deal Agent under this Agreement. Notwithstanding the resignation or removal of WCM as the Deal Agent, Wachovia, as the Swingline Lender and as a Hedge Counterparty and as an Institutional Lender, shall continue to be a Secured Party hereunder.
Successor Deal Agent. The Deal Agent may, upon 5 days' notice to the Transferor and the Purchasers, and the Deal Agent will, upon the direction of all of the Purchasers (other than the Deal Agent, in its individual capacity), resign as Deal Agent. If the Deal Agent shall resign, then VFCC during such 5-day period shall appoint from among the Purchasers a successor Deal Agent. If for any reason no successor Deal Agent is appointed by VFCC during such 5-day period, then effective upon the termination of such five day period, the Purchasers shall perform all of the duties of the Deal Agent hereunder and the Transferor shall for all purposes shall deal directly with the Purchasers. After any retiring Deal Agent's resignation hereunder as Deal Agent, the provisions of this Article VII and Article VI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement.
Successor Deal Agent. The Deal Agent may, upon five (5) days’ notice to the Borrower and the Secured Parties, and the Deal Agent will, upon the direction of the Lender, resign as Deal Agent. If the Deal Agent shall resign, then the Lender, during such five (5) day period, shall appoint from among the Secured Parties a successor agent. If for any reason no successor Deal Agent is appointed by the Lender during such five (5) day period, then effective upon the expiration of such five (5) day period, except as otherwise expressly required by this Agreement, the Borrower shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith directly to the applicable Secured Party and for all purposes shall deal directly with each Secured Party. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article XI and Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement.
Successor Deal Agent. The Deal Agent may, upon five (5) days’ notice to the Secured Parties, and the Deal Agent will, upon the direction of the Lenders, resign as Deal Agent. If the Deal Agent shall resign, then the Lenders shall, during such five-day period, appoint a successor Deal Agent. If for any reason no successor Deal Agent is appointed by the Lenders during such five-day period, then effective upon the expiration of such five-day period, Wachovia shall perform all of the duties of the Deal Agent hereunder. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement.
Successor Deal Agent. The Deal Agent may, upon five (5) Business Days’ notice to the Seller and VFCC, and the Deal Agent will, upon the direction of VFCC, resign as Deal Agent. If the Deal Agent shall resign, then VFCC shall give notice of the proposed replacement Deal Agent to the Seller. The proposed replacement Deal Agent shall be subject to the Seller’s consent, which consent shall be in writing and shall not be unreasonably withheld, conditioned or delayed (the “Consent Standard”). If the Seller fails to respond to the Deal Agent within two (2) Business Days following notice from VFCC referred to above, the Seller shall be deemed to consent to the proposed replacement Deal Agent (without the need for such consent to be in writing). Any refusal by the Seller to consent to a proposed replacement Deal Agent shall be in writing and shall be accompanied by the specific reasons therefor. If the Seller timely responds and refuses to consent to the proposed replacement Deal Agent in accordance with the Consent Standard, VFCC shall propose alternative replacement Deal Agents until the Seller consents in accordance with the Consent Standard. If for any reason no successor Deal Agent is appointed by VFCC during such five (5) Business Day period, then effective upon the expiration of such five (5) Business Day period, the Seller shall make all payments it otherwise would have made to the Deal Agent in respect of the Obligations or under the Fee Letter directly to VFCC and for all purposes shall deal directly with VFCC until the Seller consents to a proposed replacement Deal Agent in accordance with the Consent Standard. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article XI and Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Deal Agent under this Agreement.
Successor Deal Agent. The Deal Agent may, upon thirty (30) days’ notice to the Seller and VFCC, and the Deal Agent will, upon the direction of VFCC, resign as Deal Agent. If the Deal Agent shall resign, then VFCC, during such thirty (30) day period, shall appoint a successor agent. If for any reason no successor Deal Agent is appointed by VFCC during such thirty (30) day period, then effective upon the expiration of such thirty (30) day period, the Seller shall make all payments it otherwise would have made to the Deal Agent in respect of the Obligations or under the Fee Letter directly to VFCC and for all purposes shall deal directly with VFCC. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article XI and Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Deal Agent under this Agreement.