Agent's Resignation. The Agent may resign at any time by giving at least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower and upon the appointment by the Required Lenders of a successor Agent satisfactory to the Borrower. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the Borrower, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000; PROVIDED, HOWEVER, that any successor Agent appointed under this sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent satisfactory to the Borrower. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.
Agent's Resignation. (a) The Facility Agent may resign and appoint any of its Affiliates incorporated in the European Union as successor Facility Agent by giving notice to the Lenders and the Company.
(b) Alternatively, the Facility Agent may resign by giving notice to the Lenders and the Company, in which case the Majority Lenders may appoint a successor Facility Agent.
(c) If no successor Facility Agent has been appointed under paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent may appoint a successor Facility Agent.
(d) The person(s) appointing a successor Facility Agent must, if practicable, consult with the Company prior to the appointment.
(e) The resignation of the Facility Agent and the appointment of any successor Facility Agent will both become effective only when the successor Facility Agent notifies all the Parties that it accepts its appointment. On giving the notification, the successor Facility Agent will succeed to the position of the Facility Agent and the term Facility Agent will mean the successor Facility Agent.
(f) The retiring Facility Agent must, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as the Facility Agent under the Finance Documents.
(g) Upon its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action taken or not taken by it in connection with the Finance Documents while it was the Facility Agent and, subject to paragraph (f) above, it will have no further obligations under any Finance Document.
(h) The Majority Lenders may, by notice to the Facility Agent, require it to resign under paragraph (b) above.
Agent's Resignation. The Agent may resign at any time by giving at least 60 days' prior written notice of its intention to do so to each of the Lenders and the Company and upon the appointment by the Required Lenders of a successor Agent satisfactory to the Company. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the Company, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000; provided, however, that any successor Agent appointed under this sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent satisfactory to the Company. If the Agent assigns its entire Percentage Interest in the Loans hereunder, the Company shall be entitled to remove the Agent. A successor Agent shall be appointed in accordance with this Section 11.
Agent's Resignation. 60 14.7. Concerning the Agent........................................................................... 61 14.8. Rights as a Lender............................................................................. 62 14.9. Independent Credit Decision.................................................................... 62 14.10. Indemnification................................................................................ 62 15. Successors and Assigns; Lender Assignments and Participations........................................... 63 15.1.
Agent's Resignation. Agent may resign at any time by giving at least ninety (90) days' prior written notice of its intention to do so to each Bank and to Borrower. Such resignation shall become effective upon the appointment by Borrower, with the consent of the Required Banks, which consent shall not be unreasonably withheld, of a successor Agent which is a Bank; provided that upon the occurrence and continuance of an Event of Default, the Required Banks shall appoint such successor without the consent of Borrower. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, that successor Agent 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 under this Agreement. After any resigning Agent's resignation hereunder as Agent, the provisions of this Article 10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder. Upon such appointment, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor.
Agent's Resignation. The Agent may resign at any time by giving at least thirty (30) days' prior written notice of its intention to do so to each Lender and to Borrower, and upon any such notice, the Requisite Lenders shall have the right to appoint a successor Agent; provided that if such successor shall not be a signatory to this Agreement, such appointment shall be subject to the consent of Borrower, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed and shall have accepted such appointment within twenty (20) days after the Agent's giving of such notice of resignation, then the resigning Agent may, with the consent of Borrower, which consent shall not be unreasonably withheld, appoint a successor Agent. After any resigning Agent's resignation hereunder as Agent, it shall be discharged from its duties and obligations under this Agreement and the other Financing Agreements but the provisions of this Section 11 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder and thereunder. Upon appointment of a successor Agent, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor.
Agent's Resignation. Agent may resign at any time by giving at least thirty (30) days' prior written notice of its intention to do so to each other of Lenders and Borrower and upon the appointment by the Required Lenders of a successor Agent satisfactory to Borrower (so long as no Event of Default exists). If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the written consent of Borrower (so long as no Event of Default exists), which shall not be unreasonably withheld, appoint a successor Agent which shall be a Lender or a trust company organized under the Laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $500,000,000; provided, however, that any successor Agent appointed under this sentence may be removed upon the written request of the Required Lenders. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of the Credit Documents thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of the Credit Documents shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under the Credit Documents. Upon the written direction of the Required Lenders, any Agent may be removed for cause, provided that if the same Person serves as both Agent and the Collateral Agent, then the removal of any Agent for cause shall automatically cause such Person to be removed in its capacity as the other Agent, and the Required Lenders may appoint one or more Persons as successor Agent or Collateral Agent, or both, contemporaneously with, upon or after such removal.
Agent's Resignation. The Agent may resign at any time by giving at least sixty (60) days' prior written notice of its intention to do so to each of the Lenders and the Company and upon the appointment by the Required Lenders of a successor Agent; provided, however, that Bank of America, N.A. shall have
Agent's Resignation. 81 10.10. Disbursement of Proceeds of Loans and Other Advances.............................................82 10.11.
Agent's Resignation. 91 11.8. Concerning the Agent............................................ 91 11.8.1. Action in Good Faith, etc............................. 91 11.8.2. No Implied Duties, etc................................ 91 11.8.3. Validity, etc......................................... 92 11.8.4. Compliance............................................ 92 11.8.5. Employment of Agents and Counsel...................... 92 11.8.6. Reliance on Documents and Counsel..................... 92 11.8.7. Agent's Reimbursement ................................ 93 11.8.8. Agent's Fees.......................................... 93 11.9. Rights as a Lender.............................................. 93 11.10.
