Common use of Resignation and Replacement Clause in Contracts

Resignation and Replacement. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Issuing Banks, the Lenders and the Guarantor. Upon any such resignation, the Required Lenders shall have the right to appoint a successor acceptable to the Guarantor, such consent not to be unreasonably withheld; provided, however, that the consent of the Guarantor shall not be required to any such appointment during the continuance of any Event of Default. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in the United States, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Any resignation by Administrative Agent pursuant to this Section 8.03 shall constitute the concurrent resignation of such entity as an Issuing Bank, provided that any successor Administrative Agent appointed pursuant to this Section 8.03 shall, upon acceptance of such appointment, become, if the Administrative Agent was the sole Issuing Bank hereunder, a successor Issuing Bank.

Resignation and Replacement. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time as Agent under the Loan Documents by notifying giving written notice thereof to Bankx xxx Borrxxxx, xxich resignation shall be effective upon a successor Agent's acceptance of its appointment. Borrower or the Issuing BanksMajority Banks may replace Agent at any time following sixty (60) days' prior written notice to Agent and Bankx; xxovided, however, that Borrower shall have such right only in the Lenders and the Guarantorabsence of an Event of Default. Upon any such resignationresignation or replacement, the Required Lenders Majority Banks shall have the right to appoint a successor Agent hereunder, which successor Agent shall also be reasonably acceptable to the Guarantor, Borrxxxx. Xx no such consent not to be unreasonably withheld; provided, however, that the consent of the Guarantor shall not be required to any such appointment during the continuance of any Event of Default. If no successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersBankx, appoint xxpoint a successor Administrative Agent Agent, which shall be a commercial bank with an office in organized under the laws of the United States, States of America or of any State thereof having a combined capital and surplus assets of at least One Billion and No/100 Dollars ($500,000,000 or an Affiliate of any such bank1,000,000,000.00) and which shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder under the Loan Documents by a successor bankAgent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Agent's resignation or replacement as an Agent under the Administrative Agent’s resignation hereunderLoan Documents, the provisions of this Article and Section 9.05 12.8. shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Any resignation by Administrative an Agent pursuant to this Section 8.03 shall constitute under the concurrent resignation of such entity as an Issuing Bank, provided that any successor Administrative Agent appointed pursuant to this Section 8.03 shall, upon acceptance of such appointment, become, if the Administrative Agent was the sole Issuing Bank hereunder, a successor Issuing BankLoan Documents.

Resignation and Replacement. Subject to the appointment and acceptance of a successor Administrative Agent or Technical Agent as provided belowin this Section, each of the Administrative Agent and the Technical Agent may resign at any time by notifying each other Secured Party and the Issuing BanksBorrower. The Administrative Agent and the Technical Agent may be removed as agent hereunder, under the other Financing Documents to which it is a party and under the PRI Policies upon thirty (30) days’ notice by an instrument in writing signed by the Majority Lenders and the GuarantorMajority Hedge Banks. Upon any such resignationresignation or removal, the Required Majority Lenders and the Majority Hedge Banks shall have the right to appoint a successor acceptable to the Guarantor, such consent not to be unreasonably withheld; provided, however, that the consent successor. No removal or resignation of the Guarantor Administrative Agent or the Technical Agent or appointment of a successor Administrative Agent or Technical Agent shall not be effective until (a) the appointment of a successor is accepted by such successor and (b) all indemnity and compensation required to any such appointment during under the continuance Financing Documents, and, in the case of any Event of Defaultthe Administrative Agent, the PRI Policies have been paid or provided for. If no successor shall have been so appointed by the Required Majority Lenders and the Majority Hedge Banks or shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent or Technical Agent, as the case may be, gives notice of its resignation, then the such retiring Administrative Agent or Technical Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent or Technical Agent, as the case may be, which shall be a bank with an office in the United StatesNew York, New York or London, England having a combined capital and surplus in excess of at least $500,000,000 500,000,000, or an Affiliate affiliate of any such bank. Upon the acceptance of any its appointment as the Administrative Agent hereunder or Technical Agent hereunder, as applicable, by a successor banksuccessor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the such retiring Administrative Agent or Technical Agent and the such retiring Administrative Agent or Technical Agent shall be discharged from its duties and obligations hereunder, under each other Financing Document to which it is a party and, in the case of the Administrative Agent, under the PRI Policies. The fees payable by the Borrower to a successor Administrative Agent or Technical Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the resignation of either the Administrative Agent’s resignation Agent or the Technical Agent hereunder, the provisions of this Article XII and Section 9.05 15.14 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent or Technical Agent. Any resignation by Administrative Agent pursuant to this Section 8.03 shall constitute , as the concurrent resignation of such entity as an Issuing Bank, provided that any successor Administrative Agent appointed pursuant to this Section 8.03 shall, upon acceptance of such appointment, become, if the Administrative Agent was the sole Issuing Bank hereunder, a successor Issuing Bankcase may be.

Resignation and Replacement. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative any Agent may resign at any time by notifying the Issuing Banks, the Lenders and the GuarantorCompany. Upon any such resignation, the Required Lenders shall have the right to appoint a successor acceptable to the GuarantorCompany, such consent not to be unreasonably withheld; provided, however, that the consent of the Guarantor Company shall not be required to any such appointment during the continuance of any Event of Default. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in the United States, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Any resignation by Administrative Agent pursuant to this Section 8.03 shall constitute the concurrent resignation of such entity as Swingline Lender and as an Issuing BankBank and, upon the effectiveness of such resignation, Company shall repay outstanding Swingline Loans of the retiring Swingline Lender, provided that any successor Administrative Agent appointed pursuant to this Section 8.03 shall, upon acceptance of such appointment, becomebecome the successor Swingline Lender for all purposes hereunder and, if the Administrative Agent was the sole Issuing Bank hereunder, a successor Issuing Bank.

Resignation and Replacement. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time as Agent under the Loan Documents by notifying giving written notice thereof to Banks and Borrower, which resignation shall be effective upon a successor Agent's acceptance of its appointment. Borrower or the Issuing Majority Banks may replace Agent at any time following sixty (60) days' prior written notice to Agent and Banks; provided, however, that Borrower shall have such right only in the Lenders and the Guarantorabsence of an Event of Default. Upon any such resignationresignation or replacement, the Required Lenders Majority Banks shall have the right to appoint a successor Agent hereunder, which successor Agent shall also be reasonably acceptable to the Guarantor, such consent not to be unreasonably withheld; provided, however, that the consent of the Guarantor shall not be required to any such appointment during the continuance of any Event of DefaultBorrower. If no such successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent Agent, which shall be a commercial bank with an office in organized under the laws of the United States, States of America or of any State thereof having a combined capital and surplus assets of at least One Billion and No/100 Dollars ($500,000,000 or an Affiliate of any such bank1,000,000,000.00) and which shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder under the Loan Documents by a successor bankAgent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Agent's resignation or replacement as an Agent under the Administrative Agent’s resignation hereunderLoan Documents, the provisions of this Article and Section 9.05 12.8. shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Any resignation by Administrative an Agent pursuant to this Section 8.03 shall constitute under the concurrent resignation of such entity as an Issuing Bank, provided that any successor Administrative Agent appointed pursuant to this Section 8.03 shall, upon acceptance of such appointment, become, if the Administrative Agent was the sole Issuing Bank hereunder, a successor Issuing BankLoan Documents.