Majority Facility Agents definition
Examples of Majority Facility Agents in a sentence
Each Facility Agent and the Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under any Facility Document unless it shall first receive such advice or concurrence of the Majority Facility Agents (or in the case of any Facility Agent, the Lenders and the LC Issuers within its Lender Group that have a majority of the aggregate Commitment of such Lender Group), and assurance of its indemnification, as it deems appropriate.
The Administrative Agent shall not take any such action, execute any such instrument, exercise any such rights, privileges, options, elections or powers or sell or otherwise realize upon any of the Collateral, as hereinafter authorized, except as directed in writing by the Majority Facility Agents and, in the absence of any such written direction, the Administrative Agent shall not be responsible for any failure to do so or delay in so doing.
In the event of a conflict between a determination or calculation made by the Administrative Agent and a determination or calculation made by any Lender or the Facility Agents, the determination or calculation of the Majority Facility Agents shall control.
No amendment or waiver of any provision of this Agreement or consent to any departure by any Performance Guarantor herefrom shall be effective unless in a writing signed by the Administrative Agent and the Majority Facility Agents (and, in the case of any amendment, also signed by each Performance Guarantor), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
When requested to do so by the Majority Facility Agents, the Administrative Agent shall take such action or refrain from taking such action as the Majority Facility Agents direct under or in connection with or on any matter relating to the ▇▇▇▇▇▇▇▇ Parties, this Agreement and all other Transaction Documents.
In addition, the Master Servicer shall be required to reimburse the Administrative Agent and the Facility Agents for reasonable and documented fees, costs and expenses in connection with an additional Due Diligence Audit reasonably requested by the Administrative Agent or the Majority Facility Agents following any material change in the servicing software, systems or procedures or in the Credit and Collection Policy of any Seller Party.
The Borrower may not delegate any of its duties hereunder without the prior written consent of the Subordinated Lender and the Administrative Agent (acting with the consent of the Majority Facility Agents), except that (a) the NZ Manager may act on the Borrower’s behalf in respect of any duties hereunder without such prior written consent and (b) the Borrower may delegate any duties hereunder in accordance with the Trust Deed.
Upon any such resignation, the Majority Facility Agents shall have the right to appoint a successor Administrative Agent approved by the Borrower (which approval will not be unreasonably withheld or delayed and shall not be required if a Termination Event shall have occurred and be continuing).
In addition, the Borrower shall be required to reimburse the Administrative Agent and the Facility Agents for reasonable and documented fees, costs and expenses in connection with an additional Due Diligence Audit reasonably requested by the Administrative Agent or the Majority Facility Agents following any material change in the servicing software, systems or procedures or in the Credit and Collection Policy of any ▇▇▇▇▇▇▇▇ Party.
Upon and after the occurrence and during the continuation of a Termination Event, if the Borrower fails to perform any agreement contained in this Agreement, the Administrative Agent, at the written direction of the Majority Facility Agents, may (but shall not be obligated to) itself perform, or cause performance of, such agreement.