Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the 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. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a).

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the 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. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (aa).(b) If the Person serving as Agent is a Defaulting Bank pursuant to clause (iv) of the definition thereof (such Person, a “Defaulting Agent”), the Majority Banks may, by notice in writing to the Borrowers and such Defaulting Agent, remove such Defaulting Agent as Agent and, in consultation with the Borrowers, 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. Such Defaulting Agent’s removal shall become effective upon the earlier of (x) the date that a qualifying Person shall have been so appointed by the Majority Banks and shall have accepted such appointment and (y) 30 days after the delivery of the removal notice in writing to the Borrowers and such Defaulting Agent (such date, the “Removal Effective Date”). Upon the Removal Effective Date and regardless of whether a successor Agent has been appointed and accepted such appointment, the removal of such Defaulting Agent shall become effective and (i) such Defaulting Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (b).

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Banks Lenders and Borrower, and Agent may be removed at any time with or without cause by the BorrowersMajority Lenders; PROVIDED, that Agent shall continue as Agent until such time as any successor shall have accepted appointment as Agent hereunder. Upon receipt of any such notice of resignationresignation or removal, (i) the Majority Banks Lenders without the consent of Borrower shall have the right, in consultation with the Borrowers, right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as Borrower consents to such appointment (which consent shall not be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesunreasonably withheld). If no such successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Majority Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appointmay, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all paymentsunder any other Loan Documents. Such successor Agent shall promptly specify by notice to Borrower its Principal Office referred to in SECTION 3.1 and SECTION 4 hereof. After any retiring Agent's resignation or removal hereunder as Agent, communications and determinations provided the provisions of this SECTION 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be made by, to or through the Agent shall instead be made taken by or to each Bank directly, until such time it while it was acting as the Majority Banks appoint a successor Agent as provided for above in this clause (a)Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof to the Banks Banks, Borrower and each Guarantor, and the BorrowersAgent may be removed at any time with or without cause by the Required Banks; provided that, Borrower, each Guarantor and the other Banks shall be promptly notified thereof. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent, which which, unless an Event of Default shall have occurred and be continuing, shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesreasonably acceptable to Borrower. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth aboveAgent, which shall be a bank which has an office in New York, New York and assets in an amount not less than One Billion ($1,000,000,000) Dollars, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to Borrower. In addition and without any obligation on the part of The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent to appoint, on behalf promptly so notify Borrower and the other Banks. Upon the acceptance of the Banks, any appointment as Agent hereunder by a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent hereunder and (ii) all paymentsAgent, communications and determinations provided the provisions of this Article XII shall continue in effect for its benefit in respect of any actions taken or omitted to be made by, to or through the Agent shall instead be made taken by or to each Bank directly, until such time it while it was acting as the Majority Banks appoint a successor Agent as provided for above in this clause (a)Agent.

Resignation or Removal of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Banks and the BorrowersBorrower and the Agent may be removed at any time with or without cause by the Required Banks. Upon receipt of any such notice of resignationresignation or removal, the Majority Required Banks shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent, subject to the approval of the Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of the Borrower shall be required if (i) the successor is a bank with an office Bank or (ii) a Default or Event of Default is in the United States, or an Affiliate of any such bank with an office in the United Statesexistence. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agent's notice of its resignation (such 60-day period, or the “Bank Appointment Period”)Required Banks' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Banks, appoint a successor Agent meeting Agent, subject to the qualifications set forth above. In addition and without any obligation on the part approval of the retiring Agent to appointBorrower, on behalf which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of the Banks, Borrower shall be required if (i) the successor is a Bank or (ii) a Default or Event of Default is in existence. Any successor Agent shall be a bank 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 retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as such successor Agent shall thereupon succeed to and become vested with all the effective date rights, powers, privileges and duties of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective , and (i) the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent hereunder and (ii) all paymentsAgent, communications and determinations provided the provisions of this Article VII shall continue in effect for its benefit in respect of any actions taken or omitted to be made by, to or through taken by it while it was acting as the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a)hereunder.

Resignation or Removal of Agent. (ae) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the 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. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a).

Resignation or Removal of Agent. (ac) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the 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. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a).

Resignation or Removal of Agent. (a) The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the 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. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a).Agent

Resignation or Removal of Agent. (a) The Either Agent may at any time give notice of its resignation to the Banks Lenders and the BorrowersBorrower and any Agent may be removed at any time with or without cause by the Lenders. Upon receipt of any such notice of resignationresignation or removal, the Majority Banks Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successorsuccessor Administrative Agent or Collateral Agent, as applicable, which shall be a bank with an office in the New York City, New York, United States, States or an Affiliate of any such bank with an office in the New York City, New York, United States. If In the case of an Agent’s resignation, if no such successor shall have been so appointed by the Majority Banks Required Xxxxxxx and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation (or such 60-earlier day period, as shall be agreed by the Required Lenders) (the “Bank Appointment PeriodResignation Effective Date”)) or after the Agent was removed, then the retiring Agent may (but shall not be obligated to), on behalf of the BanksLenders, appoint a successor Administrative Agent or Collateral Agent, as the case may be, meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. In addition and without any obligation on the part case of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring an Agent’s resignation which effective date removal, if no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be no earlier than three business days after agreed by the date of Required Lenders) (the “Removal Effective Date”), then such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation removal shall nonetheless become effective and (i) in accordance with such notice on the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this clause (a)Removal Effective Date.