Common use of Agency Resignation, Waiver, Consent and Appointment Clause in Contracts

Agency Resignation, Waiver, Consent and Appointment. (a) As of the Effective Date (as defined below), (i) the Existing Agent hereby resigns as the Administrative Agent and Swing Line Lender as provided under Section 9.09 (Successor Agents) of the Credit Agreement and shall have no further obligations under the Loan Documents in such capacities; (ii) the Required Lenders hereby appoint Wachovia Bank, National Association as successor Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents; (iii) the Borrower and Required Lenders hereby waive any notice requirement provided for under the Loan Documents in respect of such resignation or appointment; (iv) the Borrower and Required Lenders hereby consent to the appointment of the Successor Agent; (v) Wachovia Bank, National Association hereby accepts its appointment as Successor Agent; (vi) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while it served as Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents; and (vii) each of the Existing Agent and Borrower authorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code Financing Statements, mortgages, and take any other actions or make any other filings in respect of the Collateral as the Successor Agent reasonably deems necessary or desirable to evidence the Successor Agent’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any and all documentation the Successor Agent believes reasonably necessary to evidence such succession; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this clause (vii).

Agency Resignation, Waiver, Consent and Appointment. (a) As of the Effective Date (as defined below), (i) the Existing Agent hereby resigns as the Administrative Agent and Swing Line Lender as provided under Section 9.09 9.9 (Successor AgentsAdministrative Agent) of the Credit Agreement and shall have no further obligations under the Loan Documents in such capacities; (ii) the Required Lenders hereby appoint Wachovia Bank, National Association Barclays as successor Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents; (iii) the Borrower and Required Lenders hereby waive any notice requirement provided for under Section 9.9 (Successor Administrative Agent) of the Loan Documents Credit Agreement in respect of such resignation or appointmentappointment and the requirement in Section 9.9 (Successor Administrative Agent) that the successor agent must be selected from among the Lenders; (iv) the Borrower and Required Lenders hereby consent to the appointment of the Successor Agent; (v) Wachovia Bank, National Association Barclays hereby accepts its appointment as Successor Agent; (vi) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while it the Existing Agent served as Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents; and (vii) each of the Existing Agent and Borrower authorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code Financing Statements, mortgages, and take any other actions or make any other filings in respect of the Collateral as the Successor Agent reasonably deems necessary or desirable to evidence the Successor Agent’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation and all documentation the Successor Agent believes to take such other actions as may reasonably be necessary to evidence such successionthe resignation and appointment described herein; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this clause (vii).

Agency Resignation, Waiver, Consent and Appointment. (a) As of the Effective Date (as defined below), (i) the Existing Agent hereby resigns as the Administrative Agent and Swing Line Lender as provided under Section 9.09 9.9 (Successor Agents) of the Credit Agreement and shall have no further obligations under the Loan Documents in such capacitiescapacity; (ii) the Required Lenders hereby appoint Wachovia Bank, National Association Barclays as successor Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents; (iii) the Borrower and Required Lenders hereby waive any notice requirement provided for under Section 9.9 (Successor Agents) of the Loan Documents Credit Agreement in respect of such resignation or appointmentappointment and the requirement in Section 9.9 (Successor Agents) that the successor agent must be selected from among the Lenders; (iv) the Borrower and Required Lenders hereby consent to the appointment of the Successor Agent; (v) Wachovia Bank, National Association Barclays hereby accepts its appointment as Successor Agent; (vi) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while it the Existing Agent served as Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents; Documents and (vii) each of the Existing Agent and Borrower authorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code Financing Statements, mortgages, and take any other actions or make any other filings in respect of the Collateral as the Successor Agent reasonably deems necessary or desirable to evidence the Successor Agent’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation and all documentation the Successor Agent believes to take such other actions as may reasonably be necessary to evidence such successionthe resignation and appointment described herein; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this clause (vii).

Agency Resignation, Waiver, Consent and Appointment. (a) .1 As of the Third Amendment Effective Date (as defined below)Date, (i) the Existing Agent hereby resigns as the Administrative Agent and Swing Line Lender as provided under Section 9.09 8.9 (Successor AgentsAdministrative Agent) of the Credit Term Loan Agreement and shall have no further obligations under the Loan Documents in such capacitiescapacity; (ii) the Required Lenders hereby appoint Wachovia Bank, National Association The Bank of New York Mellon as successor Administrative Agent and Swing Line Lender under the Credit Term Loan Agreement and the other Loan Documents and waive any notice requirements with respect thereto under the Loan Documents; (iii) Parent, the Borrower and Required Lenders hereby waive any notice requirement provided for under the Loan Documents in respect of such resignation or appointment; (iv) Parent, the Borrower and Required Lenders hereby consent to the appointment of the Successor Agent; (v) Wachovia Bank, National Association The Bank of New York Mellon hereby accepts its appointment as Successor Agent; (vi) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while it served as Administrative Agent and Swing Line Lender under or that otherwise occurred prior to the Credit Agreement and the other Loan Documents; Third Amendment Effective Date and (vii) each of the Existing Agent and the Borrower authorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code Financing Statements, mortgages, and take any other actions or make any other filings in respect of the Collateral as the Successor Agent reasonably deems necessary or desirable to evidence the Successor Agent’s succession as Administrative Agent under the Credit Term Loan Agreement and the other Loan Documents and each party hereto agrees to execute any and all documentation the Successor Agent believes reasonably necessary to evidence such succession; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this clause (vii).

Agency Resignation, Waiver, Consent and Appointment. (a) As of the Effective Date (as defined below), (i) the Existing Agent hereby resigns as the Administrative Agent and Swing Line Lender as provided under Section 9.09 9.9 (Successor AgentsAdministrative Agent) of the Credit Agreement and shall have no further obligations under the Loan Documents in such capacities; (ii) the Required Lenders hereby appoint Wachovia BankBank of America, National Association N.A. as successor Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents; (iii) the Borrower and Required Lenders hereby waive any notice requirement provided for under the Loan Documents in respect of such resignation or appointment; (iv) the Borrower and Required Lenders hereby consent to the appointment of the Successor Agent; (v) Wachovia BankBank of America, National Association N.A. hereby accepts its appointment as Successor Agent; (vi) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while it served as Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents; Documents and (vii) each of the Existing Agent and Borrower each Loan Party authorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code Financing Statements, mortgages, and take any other actions or make any other filings in respect of the Collateral as the Successor Agent reasonably deems necessary or desirable to evidence the Successor Agent’s 's succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any and all documentation the Successor Agent believes reasonably necessary to evidence such succession; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this clause (vii). For the avoidance of doubt, under no circumstances does the Successor Agent assume, nor shall the Successor Agent be deemed to assume or be responsible for (i) any obligations of the Administrative Agent under or pursuant to any Loan Document arising prior to the Effective Date or (ii) any claim of any nature arising at any time or from time to time against Lxxxxx as Administrative Agent or Swing Line Lender or in any other capacity under or with respect to any Loan Documents or this Agreement or the transactions contemplated thereby or hereby.

Agency Resignation, Waiver, Consent and Appointment. (a) As of the Third Amendment Effective Date (as defined below)Date, (i) the Existing Agent hereby resigns as the Administrative Agent and Swing Line Lender as provided under Section 9.09 8.9 (Successor AgentsAdministrative Agent) of the Credit Term Loan Agreement and shall have no further obligations under the Loan Documents in such capacitiescapacity; (ii) the Required Lenders hereby appoint Wachovia Bank, National Association The Bank of New York Mellon as successor Administrative Agent and Swing Line Lender under the Credit Term Loan Agreement and the other Loan Documents and waive any notice requirements with respect thereto under the Loan Documents; (iii) Parent, the Borrower and Required Lenders hereby waive any notice requirement provided for under the Loan Documents in respect of such resignation or appointment; (iv) Parent, the Borrower and Required Lenders hereby consent to the appointment of the Successor Agent; (v) Wachovia Bank, National Association The Bank of New York Mellon hereby accepts its appointment as Successor Agent; (vi) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while it served as Administrative Agent and Swing Line Lender under or that otherwise occurred prior to the Credit Agreement and the other Loan Documents; Third Amendment Effective Date and (vii) each of the Existing Agent and the Borrower authorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code Financing Statements, mortgages, and take any other actions or make any other filings in respect of the Collateral as the Successor Agent reasonably deems necessary or desirable to evidence the Successor Agent’s succession as Administrative Agent under the Credit Term Loan Agreement and the other Loan Documents and each party hereto agrees to execute any and all documentation the Successor Agent believes reasonably necessary to evidence such succession; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this clause (vii).

Agency Resignation, Waiver, Consent and Appointment. (a) As of the Second Amendment Effective Date (as defined below)Date, (i) the Existing Agent hereby resigns as the Administrative Agent Agent, Collateral Agent, Issuing Bank and Swing Line Swingline Lender as provided under Section 9.09 (Successor Agents) Article VIII of the Credit Agreement and shall have no further obligations under the Loan Documents in such capacities; (ii) the Required Lenders hereby appoint Wachovia Bank, National Association JPMorgan as successor Administrative Agent Agent, Collateral Agent, Issuing Bank and Swing Line Swingline Lender under the Credit Agreement and the other Loan Documents; (iii) the Borrower and Required Lenders hereby waive any notice requirement provided for under Article VIII of the Loan Documents Credit Agreement in respect of such resignation or appointment; (iv) the Borrower and Required Lenders hereby consent to the appointment of the Successor Agent; (v) Wachovia Bank, National Association JPMorgan hereby accepts its appointment as Successor Agent; (vi) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while it the Existing Agent served as Administrative Agent Agent, Collateral Agent, Issuing Bank and Swing Line Swingline Lender under the Credit Agreement and the other Loan Documents; and (vii) each of the Existing Agent and Borrower authorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code Financing Statements, mortgages, and take any other actions or make any other filings in respect of the Collateral as the Successor Agent reasonably deems necessary or desirable to evidence the Successor Agent’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation and all documentation the Successor Agent believes to take such other actions as may reasonably be necessary to evidence such successionthe resignation and appointment described herein; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this clause (vii).

Agency Resignation, Waiver, Consent and Appointment. (a) As of the First Amendment Effective Date (as defined below), (i) the Existing Agent hereby resigns as the Administrative Agent and Swing Line Lender as provided under Section 9.09 8.9 (Successor AgentsAdministrative Agent) of the Credit Agreement and shall have no further obligations under the Loan Documents in such capacities; (ii) the Existing Agent hereby relinquishes its rights to receive any further agency fees for acting as Administrative Agent under the Loan Documents; (iii) the Required Lenders hereby appoint Wachovia Bank, National Association Credit Suisse as successor Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents; (iiiiv) the Borrower and Required Lenders hereby waive any notice requirement provided for under the Loan Documents in respect of such resignation or appointment; (ivv) the Borrower and Required Lenders hereby consent to the appointment of the Successor Agent; (vvi) Wachovia Bank, National Association Credit Suisse hereby accepts its appointment as Successor Agent; (vivii) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while it served as Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents; Documents and (viiviii) each of the Existing Agent and Borrower each Loan Party authorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code Financing Statements, mortgages, and take any other actions or make any other filings in respect of the Collateral as the Successor Agent deems reasonably deems necessary or desirable to evidence the Successor Agent’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any and all documentation the Successor Agent believes reasonably necessary to evidence such succession; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this sub-clause (viiviii).