Common use of Resignation and Removal of Administrative Agent and Collateral Agent Clause in Contracts

Resignation and Removal of Administrative Agent and Collateral Agent. (a) Each of the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower in accordance with this Section 9.06. Upon receipt of any such notice of resignation, the Required Lenders shall have the right (so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) or shall be a Lender as of such date. If no such successor shall have been so appointed by the Required Xxxxxxx and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, (or such earlier day as shall be agreed by the Required Lenders), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks (and so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower), appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor has been appointed, such resignation shall become effective on the date that is thirty (30) days following receipt by the Lenders, the Issuing Banks and the Borrower of the retiring Agent’s notice of resignation (such date or the earlier date on which a successor Agent is appointed in accordance with this Section 9.06(a), the “Resignation Effective Date”).

Resignation and Removal of Administrative Agent and Collateral Agent. (a) Each of the The Administrative Agent and or the Collateral Agent may at any time give at least 30 days’ prior written notice of its resignation to the Lenders, the Issuing Banks Bank and the Borrower in accordance with this Section 9.06or the Borrower or the Majority Lenders may at any time upon 10 days’ prior written notice to the Administrative Agent, the Collateral Agent and the Issuing Bank (and the Borrower, if such removal is being sought by the Majority Lenders) remove the Administrative Agent or the Collateral Agent. Upon receipt of any such notice of resignationresignation or removal, the Required Majority Lenders shall have the right to appoint a successor agent reasonably satisfactory to the Borrower (so long as no Event of Default or the Majority Lenders shall have the right to approve a successor agent that has occurred that is continuing, with the prior consent of been proposed by the Borrower), to appoint a successor, which shall be a bank with an office in the United StatesNew York, or an Affiliate of any such bank with an office in New York. In the United Statescase of any resignation, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) or shall be a Lender as of such date. If if no such successor shall have been so appointed by the Required Xxxxxxx Majority Lenders and consented to by the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent or Collateral Agent gives notice of its resignation, (or such earlier day as shall be agreed by the Required Lenders), then the retiring Administrative Agent or Collateral Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks (and so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower)Bank, appoint a successor Administrative Agent or Collateral Agent meeting the qualifications set forth above; above provided that in if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no event shall any qualifying Person has accepted such successor Agent be a Defaulting Lender. If no successor has been appointedappointment, then such resignation shall nonetheless become effective on in accordance with such notice. Upon the date effectiveness of any resignation or removal, (1) the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that is thirty (30) days following receipt in the case of any collateral security held by the LendersAdministrative Agent or Collateral Agent on behalf of the Secured Parties, the Issuing Banks retiring Administrative Agent or Collateral Agent shall continue to hold such collateral security until such time as a successor Administrative Agent or Collateral Agent is appointed) and (2) except for any indemnity payments owed to the retiring Administrative Agent or Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Majority Lenders appoint a successor Administrative Agent reasonably satisfactory to the Borrower as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or the Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Collateral Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s notice or Collateral Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of resignation (this Article and Section 10.04 shall continue in effect for the benefit of such date retiring the Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or Collateral Agent was acting as the Administrative Agent or the earlier date on which a successor Agent is appointed in accordance with this Section 9.06(a)Collateral Agent, the “Resignation Effective Date”)as applicable.

Resignation and Removal of Administrative Agent and Collateral Agent. (a) Each of the The Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks Lenders and the Borrower in accordance with this Section 9.06Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right (so long as no Event of Default has occurred that is continuingright, in consultation with the prior consent of the Borrower)Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) or shall be a Lender as of such date. If no such successor shall have been so appointed by the Required Xxxxxxx Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, (or such earlier day as shall be agreed by then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent reasonably satisfactory to the Required Lenders); provided that if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent may shall be discharged from its duties and obligations hereunder and under the other Loan Documents (but shall not be obligated to) except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders and the Issuing Banks (and so long as no Event of Default has occurred that is continuing, with the prior consent under any of the Borrower)Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent meeting as provided for above in this Section. Upon the qualifications set forth above; provided that in no event shall any acceptance of a successor’s appointment as Administrative Agent hereunder, such successor Agent be a Defaulting Lender. If no successor has been appointedshall succeed to and become vested with all of the rights, such resignation shall become effective on the date that is thirty (30) days following receipt by the Lenderspowers, the Issuing Banks privileges and the Borrower duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s notice of resignation (such date or hereunder and under the earlier date on which a successor Agent is appointed in accordance with this Section 9.06(a)other Loan Documents, the “Resignation Effective Date”)provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.