Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. (a) Subject to the provisions of subsection (c) of this Section 14.8, any Person acting as Administrative Agent may at any time resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Service Providers, the Borrower and the Lenders. Upon receiving such notice of resignation, the Majority Lenders (with, so long as no Event of Default has occurred and is continuing, approval of the Borrower and, so long as no Servicer Termination Event has occurred and is continuing, the Service Providers, not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Administrative Agent and the other copy of which instrument shall be delivered to the successor Administrative Agent. If no successor Administrative Agent shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. The Borrower shall reimburse the resigning Administrative Agent pursuant to the Flow of Funds for all expenses that shall have been incurred by such resigning Administrative Agent in accordance with this Agreement and the other Transaction Documents prior to the effective date of resignation of such resigning Administrative Agent.

Resignation or Removal of Agent. (a) Subject to the provisions of subsection (c) of this Section 14.814A.8, any Person acting as Administrative a Funding Agent of a Funding Group may at any time resign as Administrative such Funding Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Service ProvidersBorrower, the Borrower Service Providers and the LendersAdministrative Agent. Upon receiving such notice of resignation, the Funding Group Majority Lenders of such Funding Group (with, so long as no Event of Default has occurred and is continuing, with approval of the Borrower and, so long as no Servicer Termination Event has occurred and is continuingBorrower, the Service ProvidersProviders and Administrative Agent, in each case not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Funding Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Administrative Funding Agent and the other copy of which instrument shall be delivered to the successor Administrative Funding Agent. If no successor Administrative Funding Agent shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Administrative Funding Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Funding Agent. The Borrower shall reimburse the resigning Administrative Agent Funding Agent, pursuant to the Flow of Funds hereof, for all expenses that which shall have been incurred by such resigning Administrative Funding Agent in accordance with this Agreement and the other Transaction Documents prior to the effective date of resignation of such resigning Administrative Funding Agent.

Resignation or Removal of Agent. (a) Subject to the provisions appointment and acceptance of subsection (c) of this Section 14.8a successor Agent as provided below, any Person acting as Administrative the Agent may resign at any time resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Service ProvidersBanks and the Company, and the Agent may be removed at any time with or without cause by the Required Banks. Upon any such resignation or removal, the Borrower and Required Banks have the Lenders. Upon receiving such notice of resignation, the Majority Lenders (with, so long as no Event of Default has occurred and is continuing, approval of the Borrower and, so long as no Servicer Termination Event has occurred and is continuing, the Service Providers, not right to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by written instrumentAgent, in duplicate, one copy of which instrument shall be delivered subject to the resigning Administrative Agent and the other copy Company’s approval of which instrument shall be delivered to the such successor Administrative Agent. If no successor Administrative Agent shall have has been so appointed by the Required Banks (or if the Company shall fail to approve such a successor Agent) and have has accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of such notice of resignationresignation or the Required Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, subject to the Company’s approval, appoint a successor Agent, that shall be a bank that has an office in New York, New York or assign all of its rights and delegate all of its obligations hereunder and under the other Basic Documents to the Banks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, or the assignment and delegation to the Banks as set forth in the preceding sentence, such successor Agent (or the Banks, as applicable) shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation or removal hereunder as Agent, the resigning Administrative Agent may petition provisions of this Section 10 shall continue in effect for its benefit in respect of any court of competent jurisdiction for actions taken or omitted to be taken by it while it was acting as the appointment of a successor Administrative Agent. The Borrower shall reimburse the resigning Administrative Agent pursuant to the Flow of Funds for all expenses that shall have been incurred by such resigning Administrative Agent in accordance with this Agreement and the other Transaction Documents prior to the effective date of resignation of such resigning Administrative Agent.

Resignation or Removal of Agent. (a) Subject to the provisions of subsection (c) of this Section 14.8, any Person acting as Administrative Agent may at any time resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Service Providers, the Borrower and each of the LendersFunding Agents. Upon receiving such notice of resignation, the Class Majority Lenders (with, so long as no Event of Default has occurred and is continuing, with approval of the Borrower and, so long as no Servicer Termination Event has occurred and is continuing, the Service Providers, not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Administrative Agent and the other copy of which instrument shall be delivered to the successor Administrative Agent. If no successor Administrative Agent shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. The Borrower shall reimburse the resigning Administrative Agent pursuant to the Flow of Funds for all expenses that shall have been incurred by such resigning Administrative Agent in accordance with this Agreement and the other Transaction Documents prior to the effective date of resignation of such resigning Administrative Agent.. 146

Resignation or Removal of Agent. (a) Subject to the provisions of subsection (c) of this Section 14.8, any Person acting as Administrative Agent may at any time resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Service Providers, the Borrower and each of the LendersFunding Agents. Upon receiving such notice of resignation, the Class Majority Lenders (with, so long as no Event of Default has occurred and is continuing, with approval of the Borrower and, so long as no Servicer Termination Event has occurred and is continuing, the Service Providers, not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Administrative Agent and the other copy of which instrument shall be delivered to the successor Administrative Agent. If no successor Administrative Agent shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. The Borrower shall reimburse the resigning Administrative Agent pursuant to the Flow of Funds for all expenses that shall have been incurred by such resigning Administrative Agent in accordance with this Agreement and the other Transaction Documents prior to the effective date of resignation of such resigning Administrative Agent.

Resignation or Removal of Agent. (a) Subject to the provisions appointment and ------------------------------- acceptance of subsection (c) of this Section 14.8a successor Agent as provided below, any Person acting as Administrative Agent may resign at any time resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Service Providers, the Borrower Lenders and the LendersRepresentative. Upon receiving any such notice of resignation, the Majority Lenders (with, so long as no Event of Default has occurred and is continuing, approval of shall have the Borrower and, so long as no Servicer Termination Event has occurred and is continuing, the Service Providers, not right to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by written instrument, in duplicate, one copy of which instrument shall be delivered a Lender and, prior to the resigning Administrative Agent and occurrence of an Event of Default, Representative shall have the other copy of right to approve a successor Agent, which instrument approval shall not be delivered to the successor Administrative Agentunreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of such notice of resignation, then the resigning Administrative retiring Agent may petition any court may, on behalf of competent jurisdiction for the appointment of Lenders, appoint a successor Administrative Agent (which is a Lender), which shall be a Lender which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent. The Borrower , such successor Agent shall reimburse thereupon succeed to and become vested with all the resigning Administrative Agent pursuant to rights, powers, privileges and duties of the Flow of Funds for all expenses that shall have been incurred by such resigning Administrative Agent in accordance with this Agreement retiring Agent, and the other Transaction Documents prior retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 10 shall continue in effect for its ---------- benefit in respect of any actions taken or omitted to the effective date of resignation of such resigning Administrative be taken by it while it was acting as Agent.

Resignation or Removal of Agent. (a) Subject to the provisions of subsection (c) of this Section 14.814A.8, any Person acting as Administrative a Funding Agent of a Funding Group may at any time resign as Administrative such Funding Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Service ProvidersBorrower, the Borrower Servicer and the LendersAdministrative Agent. Upon receiving such notice of resignation, the Majority Funding Group Requisite Lenders of such Funding Group (with, so long as no Event of Default has occurred and is continuing, with approval of the Borrower and, so long as no Servicer Termination Event has occurred and is continuingBorrower, the Service ProvidersServicer and Administrative Agent, in each case not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Funding Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Administrative Funding Agent and the other copy of which instrument shall be delivered to the successor Administrative Funding Agent. If no successor Administrative Funding Agent shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Administrative Funding Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Funding Agent. The Borrower shall reimburse the resigning Administrative Agent Funding Agent, pursuant to the Flow of Funds hereof, for all expenses that which shall have been incurred by such resigning Administrative Funding Agent in accordance with this Agreement and the other Transaction Documents prior to the effective date of resignation of such resigning Administrative Funding Agent.

Resignation or Removal of Agent. (a) Subject to the provisions of subsection (c) of this Section 14.8, any Person acting as Administrative Agent may If at any time resign Agent deems it advisable, in its sole discretion, it may submit to each of the Holders a written notification of its resignation as Administrative Agent under this Agreement and Agreement, such resignation to be effective on the other Transaction Documents thirtieth (30th) day after the date of such notice. Agent may be removed at any time, with or without cause, by giving thirty (30) days’ written notice thereof to vote of the Service ProvidersRequired Holders. Upon any such resignation or removal, the Borrower and Required Holders shall have the Lenders. Upon receiving such notice of resignation, the Majority Lenders (with, so long as no Event of Default has occurred and is continuing, approval of the Borrower and, so long as no Servicer Termination Event has occurred and is continuing, the Service Providers, not right to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to from among the resigning Administrative Agent and the other copy of which instrument shall be delivered to the successor Administrative AgentHolders. If no successor Administrative Agent shall have been so appointed by the Required Holders and have accepted such appointment within thirty (30) days after the retiring Agent's giving of such notice of resignation, then the resigning Administrative retiring Agent may petition any court may, on behalf of competent jurisdiction for the appointment of Holders, appoint a successor Administrative Agent, which successor Agent shall be either an existing Holder or a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000. The Borrower Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall reimburse thereupon succeed to and become vested with all the resigning Administrative Agent pursuant to rights, powers, privileges and duties of the Flow of Funds for all expenses that shall have been incurred by such resigning Administrative Agent in accordance with this Agreement retiring Agent, and the other Transaction Documents prior retiring Agent shall be discharged from its duties and obligations under this Agreement. Issuer and the Holders shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent's resignation hereunder as Agent, the effective date provisions of resignation of such resigning Administrative Agentthis Section 12.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Resignation or Removal of Agent. (a) Subject to the provisions of subsection (c) of this Section 14.8, any Person acting as Administrative Agent may at any time resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Service ProvidersServicer, the Borrower and each of the LendersFunding Agents. Upon receiving such notice of resignation, the Majority Class A Requisite Lenders (with, so long as no Event of Default has occurred and is continuing, with approval of the Borrower and, so long as no Servicer Termination Event has occurred and is continuing, the Service ProvidersServicer, not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Administrative Agent and the other copy of which instrument shall be delivered to the successor Administrative Agent. If no successor Administrative Agent shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. The Borrower shall reimburse the resigning Administrative Agent pursuant to the Flow of Funds for all expenses that shall have been incurred by such resigning Administrative Agent in accordance with this Agreement and the other Transaction Documents prior to the effective date of resignation of such resigning Administrative Agent.