Common use of Agent Resignation Clause in Contracts

Agent Resignation. The Offshore Security Trustee and Agent shall resign in accordance with terms of the Intercreditor Agreement (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Offshore Security Trustee and Agent under the Finance Documents, either: (a) the Offshore Security Trustee and Agent fails to respond to a request under clause 13.8 (FATCA Information) of the Common Terms Agreement and the Company, a Sponsor, a Shareholder or the Intercreditor Agent reasonably believes that the Offshore Security Trustee and Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (b) the information supplied by the Offshore Security Trustee and Agent pursuant to clause 13.8 (FATCA Information) of the Common Terms Agreement indicates that it will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (c) the Offshore Security Trustee and Agent notifies the Company, a Sponsor, a Shareholder or the Intercreditor Agent that it will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Company, a Sponsor, a Shareholder or the Intercreditor Agent reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Offshore Security Trustee and Agent were a FATCA Exempt Party, and the Company or that Shareholder or Sponsor or the Intercreditor Agent, by notice to the Offshore Security Trustee and Agent, requires it to resign.