Common use of Resignation of the Administrative Agent Clause in Contracts

Resignation of the Administrative Agent. (a) At any time upon not less than 30 days prior written notice, the Administrative Agent may resign as the “the Administrative Agent” hxxxxxxxx, in whole or in part (in the sole and absolute discretion of the Administrative Agent). If the Administrative Agent delivers any such notice, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (provided that the consent of the Borrower shall not be required to the extent an Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor Administrative Agent, notwithstanding whether the Majority Lxxxxxx have appointed a successor or the Borrower has consented to such successor. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date.

Resignation of the Administrative Agent. (a) At any time upon not less than 30 twenty (20) days prior written noticenotice to the Lenders and the Borrower, the Administrative Agent may resign as the “the Administrative Agent” hxxxxxxxx, in whole or in part hereunder (in the sole and absolute discretion of the Administrative Agent). If the Administrative Agent delivers any such notice, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (provided that the consent of the Borrower shall not be required to the extent an Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor Administrative Agent, notwithstanding whether Agent meeting the Majority Lxxxxxx have appointed qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a successor or the Borrower has consented to such successorDefaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date.

Resignation of the Administrative Agent. (a) At any time upon not less than 30 days prior written notice, the Administrative Agent may resign as the “the Administrative Agent” hxxxxxxxxhereunder, in whole or in part (in the sole and absolute discretion of the Administrative Agent). If the Administrative Agent delivers any such notice, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (provided that the consent of the Borrower shall not be required to the extent an Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor Administrative Agent, notwithstanding whether the Majority Lxxxxxx have appointed a successor or the Borrower has consented to such successor. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date.

Resignation of the Administrative Agent. (a) At any time upon not less than 30 days prior written notice, the Administrative Agent may resign as the “the Administrative Agent” hxxxxxxxxxxxxxxxxx, in whole or in part (in the sole and absolute discretion of the Administrative Agent). If the Administrative Agent delivers any such notice, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (provided that the consent of the Borrower shall not be required to the extent an Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor Administrative Agent, notwithstanding whether the Majority Lxxxxxx Xxxxxxx have appointed a successor or the Borrower has consented to such successor. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date.

Resignation of the Administrative Agent. (a) At any time upon not less than 30 days thirty (30) days’ prior written notice, the Administrative Agent may resign as the “the Administrative Agent” hxxxxxxxxxxxxxxxxx, in whole or in part (in the sole and absolute discretion of the Administrative Agent). If the Administrative Agent delivers any such notice, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (provided that the consent of the Borrower shall not be required to the extent an Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor Administrative Agent, notwithstanding whether the Majority Lxxxxxx Xxxxxxx have appointed a successor or the Borrower has consented to such successor. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date.

Resignation of the Administrative Agent. (a) At any time upon not less than 30 days days’ prior written notice, the Administrative Agent may resign as the “the Administrative Agent” hxxxxxxxxhereunder, in whole or in part (in the sole and absolute discretion of the Administrative Agent). If the Administrative Agent delivers any such notice, the Majority Lenders Purchasers shall have the right, in consultation with the BorrowerCompany, to appoint 4895-2136-9357 v.12 a successor, which shall be (i) a Lender holding Purchaser having at least a thirty percent (30%) Proportionate Share of the outstanding principal amount of the Loans Purchase Price or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower Company (provided that the consent of the Borrower Company shall not be required to the extent an a Put Option Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority LendersPurchasers) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be obligated to), on behalf of the LendersPurchasers, appoint any Person reasonably chosen by it as the successor Administrative Agent, notwithstanding whether the Majority Lxxxxxx Xxxxxxxxxx have appointed a successor or the Borrower Company has consented to such successor. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date.

Resignation of the Administrative Agent. (a) At any time upon not less than 30 days five (5) Business Days prior written notice, the Administrative Agent may resign as the “the Administrative Agent” hxxxxxxxxhereunder, in whole or in part (in the sole and absolute discretion of the Administrative Agent), effective on the date set forth in such notice, which effective date shall not be less than five (5) (or more than thirty (30)) days following delivery of such notice. If the Administrative Agent delivers any such notice, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be successor the Administrative Agent (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (provided that with the consent of the Borrower shall not be required to the extent an Borrowers (so long as no Event of Default has shall have occurred and is be continuing) (such consent not to be unreasonably withheld, conditioned or delayed). If ); provided that if a successor the Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”)Agent, then the resigning Administrative Agent may (but shall not be obligated to)may, on behalf of the Lenders, appoint any Person reasonably chosen by it (with the consent of the Borrowers (so long as no Event of Default shall have occurred and be continuing) (such consent not to be unreasonably withheld, conditioned or delayed)) as the successor the Administrative Agent, notwithstanding whether the Majority Lxxxxxx have appointed a successor or the Borrower has consented to such successor. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date.

Resignation of the Administrative Agent. (a) At any time upon not less than 30 thirty (30) days prior written noticenotice to the Lenders and the Borrower, the Administrative Agent may resign as the “the Administrative Agent” hxxxxxxxx, in whole or in part hereunder (in the sole and absolute discretion of the Administrative Agent). If the Administrative Agent delivers any such notice, the Majority Lenders shall have the right, in consultation with right (subject to the consent of the Borrower, which shall not be unreasonably withheld or, if an Event of Default has occurred and is continuing, required), to appoint a successor, which shall be (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (provided that the consent of the Borrower shall not be required to the extent an a payment or bankruptcy Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor Administrative Agent, notwithstanding whether Agent meeting the Majority Lxxxxxx have appointed qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a successor or the Borrower has consented to such successorDefaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date.

Resignation of the Administrative Agent. (a) At any time upon not less than 30 days prior written noticenotice to the Lenders and the Borrower, the Administrative Agent may resign as the “the Administrative Agent” hxxxxxxxx, in whole or in part hxxxxxxxx (in the sole and absolute discretion of the Administrative Agent). If the Administrative Agent delivers any such notice, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (provided that the consent of the Borrower shall not be required to the extent an Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor Administrative Agent, notwithstanding whether the Majority Lxxxxxx have appointed a successor or the Borrower has consented to such successor. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date.. 104

Resignation of the Administrative Agent. (a) At any time upon not less than 30 days prior written notice, the Administrative Agent may resign as the “the Administrative Agent” hxxxxxxxxhereunder, in whole or in part (in the sole and absolute discretion of the Administrative Agent). If the Administrative Agent delivers any such notice, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (provided that the consent of the Borrower shall not be required to the extent an Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or -113- 4882-5123-79004861-6868-3896 v.123 such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor Administrative Agent, notwithstanding whether the Majority Lxxxxxx Xxxxxxx have appointed a successor or the Borrower has consented to such successor. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date.

Resignation of the Administrative Agent. (a) SECTION 449. At any time upon not less than 30 days prior written noticenotice to the Lenders and the Borrower, the Administrative Agent may resign as the “the Administrative Agent” hxxxxxxxx, in whole or in part hereunder (in the sole and absolute discretion of the Administrative Agent). If the Administrative Agent delivers any such notice, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (provided that the consent of the Borrower shall not be required to the extent an Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor Administrative Agent, notwithstanding whether the Majority Lxxxxxx have appointed a successor or the Borrower has consented to such successor. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date.