Common use of The Facility Agent Clause in Contracts

The Facility Agent. 26.1.1. The Lenders hereby appoint Bank Hapoalim as Facility Agent and hereby irrevocably authorize it to manage the Credit and all associated matters (including the administration of the Option Agreements), and exercise the rights and powers granted to the them under this Agreement and the Collaterals documents, all as set forth in this Agreement below, on their behalf and on behalf of any of their transferees (Bank Hapoalim as Facility Agent shall hereinabove and hereinafter be referred to as the "Facility Agent"). 26.1.2. For the purpose of performing the duties of its position, the Lenders grant the Facility Agent the following authority (subject to the provisions of the Permits and any Law): (a) To exercise the rights, authority, authorization, powers and discretion explicitly granted to the Facility Agent, itself, by the Lenders in this Agreement, and any related or associated authority, power and discretion. Nothing in the foregoing shall derogate from the provisions of Section 1.8 above. (b) At any time and to the extent the Facility Agent believes it is so desirable or necessary, to grant any person or persons employed by it or acting on its behalf, by power of attorney or in another manner, all or part of the authority granted to the Facility Agent, provided that doing so shall not derogate from the Facility Agent's direct liability under the provisions of this Agreement and/or pursuant to the provisions of any Law. Without derogating from the provisions of the foregoing, in the event the financial ratios set forth in Sections 24.18 and 21.15, respectively, are not satisfied, the Facility Agent may appoint an agent to examine the Company's state of affairs, business and activities. Upon signing this Agreement, the Company consents to such appointment (provided that the agent so appointed does not have a conflict of interest with the Company or Bezeq and is not a related party to a competitor of the Company or Bezeq), and undertakes to cooperate with the Facility Agent's agent in all matters related to such position, subject to the provisions of any Law. (c) To convene meetings of the Lenders for the purpose of receiving their instructions with respect to this Agreement. (d) To take any action necessary in connection with an Event of Default, in accordance with the Lenders' instructions as agreed amongst the Lenders in the Inter-Creditor Agreement, including instructing the Security Trustee to take the necessary steps to enforce any rights in connection with the Collaterals, and any other instruction to the [Security] Trustee in connection with this Agreement. (e) Subject to the provisions of this Agreement above, the granting of consent, approval or a waiver, as applicable, by the Facility Agent in accordance with the provisions of this Agreement (whether pursuant to the Lender's instructions or at its sole discretion, as applicable) shall constitute consent, approval or waiver, as applicable, from each of the Lenders for all intents and purposes. Nevertheless, it is clarified that for purpose of the internal relationship of the Lenders amongst themselves (and without the Company being required to perform any action or examination in this respect), the Facility Agent shall not agree to any amendments to this Agreement or waivers without receiving instructions from the Lenders, as agreed by them in the Inter-Creditor Agreement, and as set forth in this Agreement. (f) To charge the Company's Account for the Option, subject to prior written coordination with the Company. 26.1.3. Subject to the provisions of the Permits and any Law: the Facility Agent shall only exercise any right or authority granted to it under this Agreement which [the Agreement] provides is to be performed by the Lenders, through the Facility Agent, at the written instructions of the Lenders, to be granted thereto as agreed by them in the Inter-Creditor Agreement, in accordance with the majority determined with respect thereto. It is clarified that the provisions of this Section are for the purpose of the internal relationship of the Lenders amongst themselves (and without the Company being required to perform any action or examination in this respect).

The Facility Agent. 26.1.1. The Lenders hereby appoint Bank Hapoalim as 24.1 Each Lender irrevocably authorises the Facility Agent on such Lender's behalf to perform such duties and hereby irrevocably authorize it to manage the Credit and all associated matters (including the administration of the Option Agreements), and exercise the such rights and powers granted to the them under this Agreement as are specifically delegated to the Facility Agent by the terms of this Agreement, together with such rights and the Collaterals documents, all powers as set forth in this Agreement below, on their behalf and on behalf of any of their transferees (Bank Hapoalim as are reasonably incidental thereto. The Facility Agent shall hereinabove have only those duties and hereinafter be referred to as the "Facility Agent"). 26.1.2. For the purpose of performing the duties of its position, the Lenders grant the Facility Agent the following authority (subject to the provisions of the Permits and any Law): (a) To exercise the rights, authority, authorization, powers and discretion explicitly granted to the Facility Agent, itself, by the Lenders which are expressly specified in this Agreement, and any related or associated authority, power and discretion. Nothing in the foregoing shall derogate from the provisions of Section 1.8 above. (b) At any time and to the extent the Facility Agent believes it is so desirable or necessary, to grant any person or persons employed by it or acting on its behalf, by power of attorney or in another manner, all or part of the authority granted to the Facility Agent, provided that doing so shall not derogate from the Facility Agent's direct liability under the provisions of this Agreement and/or pursuant to the provisions of any Law. Without derogating from the provisions of the foregoing, in the event the financial ratios set forth in Sections 24.18 and 21.15, respectively, are not satisfied, the Facility Agent may appoint an agent to examine the Company's state of affairs, business and activities. Upon signing this Agreement, the Company consents to such appointment (provided that the agent so appointed does not have a conflict of interest with the Company or Bezeq and is not a related party to a competitor of the Company or Bezeq), and undertakes to cooperate with the Facility Agent's agent in all matters related to such position, subject to the provisions of any Law. (c) To convene meetings of the Lenders for the purpose of receiving their instructions with respect to this Agreement. (d) To take 24.2 The relationship between the Facility Agent and each Lender is that of principal and agent only. Nothing herein shall constitute the Facility Agent a trustee or fiduciary for any action necessary in connection with an Event of DefaultLender, in accordance with the Lenders' instructions as agreed amongst the Lenders in the Inter-Creditor Agreement, including instructing the Security Trustee to take the necessary steps to enforce any rights in connection with the Collaterals, and Borrower or any other instruction person. The Facility Agent shall not in any respect be agent of the Borrower by virtue of this Agreement. The Facility Agent shall not be liable to the [Security] Trustee in connection with this Agreement. (e) Subject to the provisions Borrower for any breach by any Joint Arrangers or Lender of this Agreement above, the granting of consent, approval or a waiver, as applicable, be liable to any Lender or Joint Arrangers for any breach by the Facility Agent in accordance with the provisions of this Agreement (whether pursuant to the Lender's instructions or at its sole discretion, Borrower hereof. 24.3 Except as applicable) shall constitute consent, approval or waiver, as applicable, from each of the Lenders for all intents and purposes. Nevertheless, it is clarified that for purpose of the internal relationship of the Lenders amongst themselves (and without the Company being required to perform any action or examination in this respect)otherwise expressly provided herein, the Facility Agent shall not agree be obligated to account to any amendments Lender for any amount received in respect of any loan maintained by the Facility Agent or any of its affiliates or for the profit related thereto. The Facility Agent and its affiliates may, without liability to account to any Lender therefor, make loans to, accept deposits from, and generally engage in any kind of business with, the Borrower as though the Facility Agent were not the Facility Agent. 24.4 As to any matter not expressly provided for in this Agreement, the Facility Agent may act or refrain from acting in accordance with the instructions of the Majority Lenders. In the absence of any such instructions, the Facility Agent may act or refrain from acting as it shall see fit. 24.5 The Facility Agent shall, on a confidential basis, furnish each Lender with a copy of any documents received by it hereunder. The Facility Agent need not disclose any information relating to the Borrower or any related entities if such disclosure would or might in the opinion of the Facility Agent constitute a breach of law or of any duty of secrecy or confidence. 24.6 The Facility Agent shall not be required to ascertain or inquire as to the performance or observance by the Borrower of the terms of this Agreement or waivers without receiving instructions from the Lenders, as agreed by them any other documents in the Inter-Creditor Agreement, and as set forth in this Agreement. (f) To charge the Company's Account for the Option, subject connection herewith. The Facility Agent shall not be deemed to prior written coordination with the Company. 26.1.3. Subject to the provisions have knowledge of the Permits and occurrence of any Law: Event of Default or event which with lapse of time, notice, determination of materiality or other condition may constitute such an Event of Default unless the Facility Agent has received written notice from a party hereto describing such Event of Default or event. If the Facility Agent receives such a notice of default, the Facility Agent shall only exercise give notice thereof to the Lenders. Until the Facility Agent shall have received the instructions of the Majority Lenders, the Facility Agent may (but shall not be obliged to) take or refrain from taking such action with respect to such Event of Default or event as it shall see fit. The Facility Agent may refrain from acting in accordance with any right instructions of the Majority Lenders to begin any legal action or authority granted proceeding in connection with this Agreement until it shall have been indemnified or secured to its satisfaction against any losses, damages, penalties, actions, judgments, suits, costs, claims, disbursements, expenses (including all legal fees and expenses) which may result as a result of the Facility Agent complying with such instructions. 24.7 Neither the Facility Agent nor any Joint Arranger nor any of their officers, employees or agents shall be responsible to any Lender or to each other for: (a) the validity, enforceability or sufficiency of this Agreement or any other document in connection herewith, or (b) the accuracy of any statements (whether written or oral) made in or in connection with this Agreement or any other documents in connection herewith. 24.8 Neither the Facility Agent nor any of its officers, employees or agents shall be liable to any Lender for any action taken or omitted under or in connection with this Agreement unless caused by its or their gross negligence or wilful misconduct. 24.9 The Facility Agent may rely on any communication or documents believed by it to be genuine and correct. 24.10 The Facility Agent may engage, pay for and rely on legal or other professional advisers selected by it and shall be protected in so relying. 24.11 Each of the Lenders severally represents and warrants to the Facility Agent and each Joint Arranger that it has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to such Lender by the Facility Agent or any Joint Arranger in connection herewith. Each Lender warrants and undertakes to the Facility Agent and each Joint Arranger that it shall continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while the Loans are outstanding or its Commitment is in force. 24.12 Each Lender agrees to indemnify the Facility Agent on demand (to the extent not reimbursed by the Borrower and without prejudice to the liability of the Borrower under this Agreement Agreement) for any and all liabilities, losses, damages, penalties, actions, judgements, costs, expenses or disbursements of any kind whatsoever which [the Agreement] provides is Facility Agent may sustain or incur in any way relating to be performed or arising out of its acting as the Facility Agent hereunder or performing its duties hereunder or any action taken or omitted by the LendersFacility Agent hereunder. Such indemnification by each Lender shall be pro rata to its Commitment or (as the case may be) participation herein. Notwithstanding the foregoing, through no Lender shall be liable for any portion of the foregoing resulting from the Facility Agent's gross negligence or wilful misconduct. 24.13 The Facility Agent may, at subject to the written instructions prior consent of the Borrower, resign by giving written notice thereof to the Lenders. In that event, the Majority Lenders may appoint a successor Facility Agent. If the Majority Lenders have not, within sixty days after such notice of resignation, appointed a successor Facility Agent which shall have accepted such appointment, the retiring Facility Agent shall have the right to be granted thereto as agreed by them in the Inter-Creditor Agreement, in accordance with the majority determined with respect theretoappoint a successor Facility Agent. It is clarified that the provisions of this Section are for the purpose The resignation of the internal relationship retiring Facility Agent and the appointment of any successor Facility Agent shall both become effective upon the successor Facility Agent notifying all the parties hereto in writing that it accepts such appointment, whereupon the successor Facility Agent shall succeed to the position of the Lenders amongst themselves (retiring Facility Agent and without the Company being required to perform any action or examination in this respect).term

The Facility Agent. 26.1.1. The Lenders hereby appoint Bank Hapoalim as (A) Appointment of the Facility Agent and hereby irrevocably authorize it to manage the Credit and all associated matters (including the administration Each of the Option Agreements), and exercise other Banks hereby appoints the rights and powers granted Facility Agent to the them act as its agent under this Agreement with such rights, powers and discretions as are expressly delegated to the Facility Agent hereunder. (B) Duties of the Facility Agent In addition to its other obligations under this Agreement, the Facility Agent shall:- (i) promptly inform the Lenders and the Collaterals documents, all as set forth in other Agents of the contents of any notice or request received by it from the Borrower under this Agreement below, on their behalf and (whether such notice or request is addressed to the Facility Agent alone or the Facility Agent on behalf of any of their transferees the other Banks) and of any information including (Bank Hapoalim as Facility Agent shall hereinabove but not limited) to information delivered to it relating to Clauses 9.1(F) (Accounts), 9.1(I) (Litigation), 9.1(J) (Tax Liabilities), 10.2 (Provision of financial and hereinafter be referred to as the "Facility Agent"). 26.1.2. For the purpose other information) and 10.11 (Major Projects) and of performing the duties of its position, the Lenders grant any other matters which the Facility Agent the following authority considers material; (subject ii) promptly deliver to the provisions Lenders copies of any accounts delivered to it pursuant to Clause 10.2(A) or (B) (Provision of financial and other information) and, as soon as reasonably practicable after the Availability Date, copies of the Permits and any Law):documents delivered in satisfaction of the requirements of Schedule 3; (aiii) To promptly inform the Lenders and the other Agents in reasonable detail of any exercise by it of any of the rights, authority, authorization, powers and discretion explicitly granted to the Facility Agent, itself, by the Lenders and/or discretions vested in this Agreement, and any related or associated authority, power and discretion. Nothing in the foregoing shall derogate from the provisions of Section 1.8 above. it hereunder (b) At any time and to the extent but without the Facility Agent believes it is so desirable being under any obligation to give prior notice to the Lenders or necessary, to grant the other Agents of any person or persons employed by it or acting on its behalf, by power of attorney or in another manner, all or part such exercise); (iv) promptly notify the Lenders and the other Agents of the authority granted to the Facility Agent, provided that doing so shall not derogate from the Facility Agent's direct liability under the provisions of this Agreement and/or pursuant to the provisions occurrence of any Law. Without derogating from the provisions Event of the foregoing, in the event the financial ratios set forth in Sections 24.18 and 21.15, respectively, are not satisfied, Default or Possible Event of Default of which the Facility Agent may appoint an agent to examine has actual knowledge or actual notice and the Company's state occurrence of affairs, business and activities. Upon signing this Agreement, the Company consents to such appointment (provided that the agent so appointed does not have a conflict of interest with the Company or Bezeq and is not a related party to a competitor of the Company or Bezeq), and undertakes to cooperate with which the Facility Agent's agent in all matters related to such position, subject to the provisions of any Law.Agent has verified; (cv) To convene meetings of if directed by the Lenders for the purpose of receiving their instructions with respect to this Agreement. Majority Banks, exercise (dor refrain from exercising) To take any action necessary right, power or discretion vested in connection with an Event of Default, it hereunder in accordance with the directions (subject to Clause 19.2 (Decisions requiring consent of the Majority Banks)) of the Majority Banks provided, however, that it may refrain from acting in accordance with any such directions until it has received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such directions and for this purpose the Facility Agent shall make a demand for such security addressed to all the Lenders' instructions as agreed amongst the Lenders in the Inter-Creditor Agreement, including instructing the Security Trustee to take the necessary steps to enforce any rights in connection with the Collaterals, and any other instruction to the [Security] Trustee in connection with this Agreement. (eC) Subject to the provisions Relationship of this Agreement above, the granting of consent, approval or a waiver, as applicable, by agent and principal The relationship between the Facility Agent in accordance with on the provisions of this Agreement (whether pursuant to the Lender's instructions or at its sole discretion, as applicable) shall constitute consent, approval or waiver, as applicable, from one part and each of the Lenders for all intents other Banks on the other is that of agent and purposes. Nevertheless, it is clarified that for purpose of the internal relationship of the Lenders amongst themselves (principal and without the Company being required to perform any action or examination in this respect), the Facility Agent shall not agree have a fiduciary relationship with or be, or be deemed to be, a trustee of or for any amendments to this Agreement or waivers without receiving instructions from the Lenders, as agreed by them in the Inter-Creditor Agreement, and as set forth in this Agreementsuch party. (f) To charge the Company's Account for the Option, subject to prior written coordination with the Company. 26.1.3. Subject to the provisions of the Permits and any Law: the Facility Agent shall only exercise any right or authority granted to it under this Agreement which [the Agreement] provides is to be performed by the Lenders, through the Facility Agent, at the written instructions of the Lenders, to be granted thereto as agreed by them in the Inter-Creditor Agreement, in accordance with the majority determined with respect thereto. It is clarified that the provisions of this Section are for the purpose of the internal relationship of the Lenders amongst themselves (and without the Company being required to perform any action or examination in this respect).