Common use of Resignation by the Agents Clause in Contracts

Resignation by the Agents. The Administrative Agent may resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving 30 Business Days prior written notice to the Revolver Agent, the Lenders and the Borrower. If the Administrative Agent becomes subject to a Lender-Related Distress Event, then the Administrative Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If the Administrative Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Administrative Agent from such role upon 15 days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment of a successor Administrative Agent, as provided below. The Revolver Agent may resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving 30 Business Days prior written notice to the Administrative Agent, the Lenders and the Borrower. If the Revolver Agent becomes subject to a Lender-Related Distress Event, then the Revolver Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If the Revolver Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Revolver Agent from such role upon 15 days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment of a successor Revolver Agent, as provided below. Notwithstanding anything to the contrary in this Agreement, no successor Agent shall be appointed unless such successor Administrative Agent represents and warrants that it is (a) a “U.S. person” and a “financial institution” and that it will comply with its “obligation to withhold,” each within the meaning of U.S. Treasury Regulations Section 1.1441-1 or (b) a Withholding U.S. Branch. Upon any such notice of resignation by, or notice of removal of, an Agent, the Required Lenders or the Required Revolving Lenders, as applicable, shall appoint a successor Agent hereunder or thereunder who shall be a commercial bank or trust company or other Person that customarily acts in an agency or trustee role in syndicated credit facilities, in each case, reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing). If a successor Applicable Agent shall not have been so appointed within such 30 Business Day period, the Applicable Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing), shall then appoint a successor Applicable Agent, who shall serve as Applicable Agent 252 hereunder or thereunder until such time, if any, as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicable Agent, as provided above. If no successor Applicable Agent has been appointed pursuant to the foregoing by the 35th Business Day after the date such notice of resignation was given by the Applicable Agent or such notice of removal was given by the Required Lenders, the Revolving Required Lenders or the Borrower, as applicable, the Applicable Agent’s resignation shall nonetheless become effective and the Required Lenders or the Revolving Required Lenders, as applicable, shall thereafter perform all the duties of the Applicable Agent hereunder or under any other Loan Document until such time, if any, as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicable Agent, as provided above. The retiring Applicable Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and except for any indemnity payments or other amounts then owed to the retiring or removed Applicable Agent, all payments, communications and determinations provided to be made by, to or through the Applicable Agent shall instead be made by or to each Lender or Issuing Bank directly, until such time as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicalbe Agent as provided for above in this Section 9.11. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder and, in the case of a successor’s appointment as Administrative Agent for purposes of the immediately succeeding clauses (a) and (b), upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall succeed to and become vested with all of the rights, powers, privileges and 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 9.11). The fees payable by the Borrower to a successor Administrative Agent or Revolver Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Applicable Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Applicable Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them while the retiring Applicable Agent was acting as Applicable Agent. Upon a resignation or removal of the Administrative Agent or Revolver Agent, as applicable, pursuant to this Section 9.11, the Applicable Agent (a) shall continue to be subject to Section 10.09 and (b) shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article IX (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Applicable Agent for all of its actions and inactions while serving as the Applicable Agent.

Resignation by the Agents. The Administrative Agent may resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving 30 Business Days days’ prior written notice to the Revolver Agent, the Lenders and the Borrower. If the Administrative Agent becomes subject to a Lender-Related Distress Event, then the Administrative Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If the Administrative Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Administrative Agent from such role upon 15 days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment of a successor Administrative Agent, as provided below. The Revolver Agent may resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving 30 Business Days prior written notice to the Administrative Agent, the Lenders and the Borrower. If the Revolver Agent becomes subject to a Lender-Related Distress Event, then the Revolver Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If the Revolver Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Revolver Agent from such role upon 15 days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment of a successor Revolver Agent, as provided below. Notwithstanding anything to the contrary in this Agreement, no successor Administrative Agent shall be appointed unless such successor Administrative Agent represents and warrants that it is (ai) a “U.S. person” and a “financial institution” and that it will comply with its “obligation to withhold,” each within the meaning of U.S. Treasury Regulations Section 1.1441-1 1(b)(2)(ii), or (bii) a Withholding U.S. Branch. Upon any such notice of resignation by, or notice of removal of, an the Administrative Agent, the Required Lenders or the Required Revolving Lenders, as applicable, shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company or other Person that customarily acts in an agency or trustee role in syndicated credit facilities, in each case, reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing). If a successor Applicable Administrative Agent shall not have been so appointed within such 30 Business Day period, the Applicable Agent Administrative Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing), shall then appoint a successor Applicable Agent, Administrative Agent who shall serve as Applicable Administrative Agent 252 hereunder or thereunder until such time, if any, as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicable Agent, Administrative Agent as provided above. If no successor Applicable Administrative Agent has been appointed pursuant to the foregoing by the 35th Business Day after the date such notice of resignation was given by the Applicable Administrative Agent or such notice of removal was given by the Required Lenders, the Revolving Required Lenders or the Borrower, as applicable, the Applicable Administrative Agent’s resignation shall nonetheless become effective and the Required Lenders or the Revolving Required Lenders, as applicable, shall thereafter perform all the duties of the Applicable Administrative Agent hereunder or under any other Loan Document until such time, if any, as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicable Agent, Administrative Agent as provided above. The retiring Applicable Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and except for any indemnity payments or other amounts then owed to the retiring or removed Applicable Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Applicable Administrative Agent shall instead be made by or to each Lender or Issuing Bank directly, until such time as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicalbe Administrative Agent as provided for above in this Section 9.11. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder and, in the case of a successor’s appointment as Administrative Agent for purposes of the immediately succeeding clauses (a) and (b), upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall succeed to and become vested with all of the rights, powers, privileges and 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 9.11). The fees payable by the Borrower to a successor Administrative Agent or Revolver Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Applicable Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Applicable Administrative Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them while the retiring Applicable Administrative Agent was acting as Applicable Administrative Agent. 153 Upon a resignation or removal of the Administrative Agent or Revolver Agent, as applicable, pursuant to this Section 9.11, the Applicable Administrative Agent (ai) shall continue to be subject to Section 10.09 and (bii) shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article IX (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Applicable Administrative Agent for all of its actions and inactions while serving as the Applicable Administrative Agent. The Collateral Agent may resign or be removed only in accordance with the Closing Date Intercreditor Agreement; provided that (x) after the retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent and (y) upon a resignation or removal of the Collateral Agent pursuant to the Closing Date Intercreditor Agreement, the Collateral Agent (i) shall continue to be subject to Section 10.09 and (ii) shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article IX (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Collateral Agent for all of its actions and inactions while serving as the Collateral Agent.

Resignation by the Agents. The Administrative Agent may resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving 30 Business Days prior written notice to the Revolver Agent, the Lenders and the Borrower. If the Administrative Agent becomes subject to a Lender-Related Distress Event, then the Administrative Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If the Administrative Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Administrative Agent from such role upon 15 days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment of a successor Administrative Agent, as provided below. The Revolver Agent may resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving 30 Business Days prior written notice to the Administrative Agent, the Lenders and the Borrower. If the Revolver Agent becomes subject to a Lender-Related Distress Event, then the Revolver Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If the Revolver Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Revolver Agent from such role upon 15 days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment of a successor Revolver Agent, as provided below. Notwithstanding anything to the contrary in this Agreement, no successor Agent shall be appointed unless such successor Administrative Agent represents and warrants that it is (a) a “U.S. person” and a “financial institution” and that it will comply with its “obligation to withhold,” each within the meaning of U.S. Treasury Regulations Section 1.1441-1 or (b) a Withholding U.S. Branch. Upon any such notice of resignation by, or notice of removal of, an Agent, the Required Lenders or the Required Revolving Lenders, as applicable, shall appoint a successor Agent hereunder or thereunder who shall be a commercial bank or trust company or other Person that customarily acts in an agency or trustee role in syndicated credit facilities, in each case, reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing). If a successor Applicable Agent shall not have been so appointed within such 30 Business Day period, the Applicable Agent with the consent of the Borrower (which consent shall not be 252 unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing), shall then appoint a successor Applicable Agent, who shall serve as Applicable Agent 252 hereunder or thereunder until such time, if any, as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicable Agent, as provided above. If no successor Applicable Agent has been appointed pursuant to the foregoing by the 35th Business Day after the date such notice of resignation was given by the Applicable Agent or such notice of removal was given by the Required Lenders, the Revolving Required Lenders or the Borrower, as applicable, the Applicable Agent’s resignation shall nonetheless become effective and the Required Lenders or the Revolving Required Lenders, as applicable, shall thereafter perform all the duties of the Applicable Agent hereunder or under any other Loan Document until such time, if any, as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicable Agent, as provided above. The retiring Applicable Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and except for any indemnity payments or other amounts then owed to the retiring or removed Applicable Agent, all payments, communications and determinations provided to be made by, to or through the Applicable Agent shall instead be made by or to each Lender or Issuing Bank directly, until such time as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicalbe Applicable Agent as provided for above in this Section 9.11. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder and, in the case of a successor’s appointment as Administrative Agent for purposes of the immediately succeeding clauses (a) and (b), upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall succeed to and become vested with all of the rights, powers, privileges and 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 9.11). The fees payable by the Borrower to a successor Administrative Agent or Revolver Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Applicable Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Applicable Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them while the retiring Applicable Agent was acting as Applicable Agent. Upon a resignation or removal of the Administrative Agent or Revolver Agent, as applicable, pursuant to this Section 9.11, the Applicable Agent (a) shall continue to be subject to Section 10.09 and (b) shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article IX (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Applicable Agent for all of its actions and inactions while serving as the Applicable Agent.

Resignation by the Agents. The Administrative Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving 30 Business Days prior written notice to the Revolver Agent, notifying the Lenders and the Borrower. If the Administrative Agent becomes subject to a Lender-Related Distress Event, then the Administrative Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If the Administrative Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Administrative Agent from such role upon 15 days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment of a successor Administrative Agent, as provided below. The Revolver Agent may resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving 30 Business Days prior written notice to the Administrative Agent, the Lenders and the Borrower. If the Revolver Agent becomes subject to a Lender-Related Distress Event, then the Revolver Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If the Revolver Agent becomes subject to an Agent-Related Distress Event, then the Borrower may remove the Revolver Agent from such role upon 15 days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment of a successor Revolver Agent, as provided below. Notwithstanding anything to the contrary in this Agreement, no successor Agent shall be appointed unless such successor Administrative Agent represents and warrants that it is (a) a “U.S. person” and a “financial institution” and that it will comply with its “obligation to withhold,” each within the meaning of U.S. Treasury Regulations Section 1.1441-1 or (b) a Withholding U.S. Branch. Upon any such notice of resignation by, or notice of removal of, an Agentresignation, the Required Lenders or shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Revolving Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, as applicable, shall appoint a successor Agent hereunder or thereunder who which shall be a commercial bank with an office in New York, New York, or trust company or other Person that customarily acts in an agency or trustee role in syndicated credit facilities, in each case, reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval shall not be required if an Event Affiliate of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing). If a successor Applicable Agent shall not have been so appointed within any such 30 Business Day period, the Applicable Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing), shall then appoint a successor Applicable Agent, who shall serve as Applicable Agent 252 hereunder or thereunder until such time, if any, as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicable Agent, as provided abovebank. If no successor Applicable Agent has been appointed pursuant to the foregoing immediately preceding sentence by the 35th Business Day thirtieth (30th) day after the date such notice of resignation was given by the Applicable Agent or such notice of removal was given by the Required LendersAgent, the Revolving Required Lenders or the Borrower, as applicable, the Applicable Agent’s such resignation shall nonetheless become effective and the Required Lenders or the Revolving Required Lenders, as applicable, shall thereafter perform all the duties of the Applicable such Agent hereunder or and/or under any other Loan Document until such time, if any, as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicable Administrative Agent and/or Collateral Agent, as provided abovethe case may be. The Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Applicable Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and except for any indemnity payments or other amounts then owed to the retiring or removed Applicable Agent, all payments, communications and determinations provided to be made by, to or through the Applicable Agent shall instead be made by or to each Lender or Issuing Bank directly, until such time as the Required Lenders or the Required Revolving Lenders, as applicable, appoint a successor Applicalbe Agent as provided for above in this Section 9.11. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder and, in the case of a successor’s appointment as Administrative Agent for purposes of the immediately succeeding clauses (a) and (b), upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall succeed to and become vested with all of the rights, powers, privileges and 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 9.11). The fees payable by the Borrower to a successor Administrative Agent or Revolver Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Applicable an Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article IX and Sections 10.04 and 10.05 Section 9.05 shall continue in effect for the benefit of such retiring Applicable Agent, its sub-agents and their respective Agent-Related Persons Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Applicable Agent was acting as Applicable Agent. Upon a resignation or removal of the Administrative Agent or Revolver Agent, as applicable, pursuant to this Section 9.11, the Applicable Agent (a) shall continue to be subject to Section 10.09 and (b) shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article IX (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Applicable Agent for all of its actions and inactions while serving as the Applicable Agent.