Common use of Removal of Administrative Agent Clause in Contracts

Removal of Administrative Agent. (a) The Required Lenders may, upon 10 Business Days’ notice to the Administrative Agent, order the removal of the Administrative Agent. Upon receipt of such notice, the Administrative Agent will cease all further activities and duties as Administrative Agent and provide such assistance as the Required Lenders may reasonably request to effect an orderly transition to a new Administrative Agent. Upon any such removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time and further provided that such approval will not be unreasonably withheld; provided that the approval of Borrower to the removal of Macquarie US Trading LLC should not be required. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the removed Administrative Agent, and the removed Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within 45 days after written notice of removal is given to the removed Administrative Agent’s under this Section 14.02 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the removed Administrative Agent’s removal shall become effective, (ii) the removed Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any removed Administrative Agent’s removal hereunder, the provisions of this Article shall continue in effect for the benefit of such removed Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. If the Administrative Agent is removed, the Borrower shall pay to the Administrative Agent any due and unpaid fees and expenses.

Removal of Administrative Agent. (a) The With the prior written consent of the Required Lenders mayand the Borrower, upon 10 Business Days’ notice to the Administrative Agent may be removed (the “Replaced Agent, order ”) and replaced with another administrative agent in accordance with Section 8.06 hereunder (the “New Agent”); provided that (i) the removal of the Administrative Agent. Upon receipt Replaced Agent shall become effective no earlier than the tenth day following the date that the Replaced Agent receives written notice of such notice, the Administrative Agent will cease all further activities and duties as Administrative Agent and provide such assistance as election of the Required Lenders may reasonably request and the Borrower to effect an orderly transition to a new Administrative replace it with the New Agent. Upon any such removal, (ii) the Borrower and the Required Lenders shall have the right to appoint appointed a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default New Agent and such New Agent shall exist at such time and further provided that such approval will not be unreasonably withheld; provided that the approval of Borrower to the removal of Macquarie US Trading LLC should not be required. (b) Upon the acceptance of its appointment as the become Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all no later than the rights, powers, privileges and duties date of removal of the removed Administrative Replaced Agent, and the removed Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within 45 days after written notice of removal is given to the removed Administrative Agent’s under this Section 14.02 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the removed Administrative Agent’s removal shall become effective, (ii) the removed Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties Replaced Agent (in its capacity as Administrative Agent, Swingline Lender, Issuing Bank and Lender) (and any applicable affiliate of the retiring Replaced Agent that is a Lender hereunder) shall have received payment of an amount equal to the outstanding par principal amount of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including pursuant to Sections 2.16 and 2.24) and (iv) the Replaced Agent shall also be removed as Issuing Bank and Swingline Lender concurrently with the Replaced Agent’s removal, and all Letters of Credit shall have been cash collateralized or backstopped pursuant to an arrangement reasonably acceptable to the Issuing Bank. Notwithstanding any other provision herein to the contrary, the Administrative Agent under and the Loan Documents until such time as Lenders hereby agree that the Required Lenders appoint a successor Administrative Agent as provided aboveminimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. After any removed Administrative Agent’s removal hereunder, the The provisions of this Article VIII, Section 9.03 and Sections 9.08 and 9.10 shall continue in effect for the benefit of such removed Administrative Agent Replaced Agent, its sub-agents and its representatives and agents their respective Affiliates in respect of any actions taken or not omitted to be taken by any an of them while it was serving acting as the Administrative Agent. If the Administrative Agent is removed, the Borrower shall pay to the Administrative Agent any due and unpaid fees and expenses.

Removal of Administrative Agent. (a) The With the prior written consent of the Required Lenders mayand the Borrower, upon 10 Business Days’ notice to the Administrative Adminstrative Agent may be removed (the “Replaced Agent, order ”) and replaced with another administrative agent in accordance with Section 8.06 hereunder (the “New Agent”); provided that (i) the removal of the Administrative Agent. Upon receipt Replaced Agent shall become effective no earlier than the tenth day following the date that the Replaced Agent receives written notice of such notice, the Administrative Agent will cease all further activities and duties as Administrative Agent and provide such assistance as election of the Required Lenders may reasonably request and the Borrower to effect an orderly transition to a new Administrative replace it with the New Agent. Upon any such removal, (ii) the Borrower and the Required Lenders shall have the right to appoint appointed a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default New Agent and such New Agent shall exist at such time and further provided that such approval will not be unreasonably withheld; provided that the approval of Borrower to the removal of Macquarie US Trading LLC should not be required. (b) Upon the acceptance of its appointment as the become Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all no later than the rights, powers, privileges and duties date of removal of the removed Administrative Replaced Agent, and the removed Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within 45 days after written notice of removal is given to the removed Administrative Agent’s under this Section 14.02 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the removed Administrative Agent’s removal shall become effective, (ii) the removed Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties Replaced Agent (in its capacity as Admnistrative Agent, Swingline Lender, Issuing Bank and Lender) (and any applicable affiliate of the retiring Replaced Agent that is a Lender hereunder) shall have received payment of an amount equal to the outstanding par principal amount of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including pursuant to Sections 2.16 and 2.24) and (iv) the Replaced Agent shall also be removed as Issuing Bank and Swingline Lender concurrently with the Replaced Agent’s removal, and all Letters of Credit shall have been cash collateralized or backstopped pursuant to an arrangement reasonably acceptable to the Issuing Bank. Notwithstanding any other provision herein to the contrary, the Administrative Agent under and the Loan Documents until such time as Lenders hereby agree that the Required Lenders appoint a successor Administrative Agent as provided aboveminimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. After any removed Administrative Agent’s removal hereunder, the The provisions of this Article VIII, Section 9.03 and Sections 9.08 and 9.10 shall continue in effect for the benefit of such removed Administrative Agent Replaced Agent, its sub-agents and its representatives and agents their respective Affiliates in respect of any actions taken or not omitted to be taken by any an of them while it was serving acting as the Administrative Agent. If the Administrative Agent is removed, the Borrower shall pay to the Administrative Agent any due and unpaid fees and expenses.

Removal of Administrative Agent. At any time, if (a) The Required Lenders may, upon 10 Business Days’ notice to following the Administrative Agent, order the removal occurrence of the Administrative Agent. Upon receipt an Event of such noticeDefault, the Administrative Agent will cease all further activities and duties as shall fail to send an Event of Default Notice when required at the request of the Required Lenders, or, in the case of an Event of Default of the type that gives any Lender the right to send an Event of Default Notice under Section 7.01, any Lender, by 7:00 p.m. on the date such request is sent to the Administrative Agent and provide (or by 9:00 a.m. on the date following such assistance as request, if such request is made after 5:00 p.m.) or (b) following the Required Lenders may reasonably request occurrence of a Collateral Shortfall on any Scheduled Trading Day, the Administrative Agent shall fail to effect an orderly transition to send a new Administrative Agent. Upon any such removalCollateral Call Notice by 7:00 p.m., in each case, the Required Lenders shall have the right to remove the Administrative Agent and appoint a successor, which shall be one of the Original Lenders (or, if not one of the Original Lenders, any other Person to which Borrower and each Original Lender may consent (such consent not to be unreasonably withheld)). Any such removal and appointment shall be effective upon notice by such proposed successor Administrative Agent, subject on behalf of the Required Lenders, to the approval by the Borrower provided that no Default or Event of Default shall exist at such time and further provided that such approval will not be unreasonably withheld; provided that the approval of Borrower to the removal of Macquarie US Trading LLC should not be required. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the removed Administrative AgentAgent and Borrower, and whereupon (i) the removed current Administrative Agent shall be discharged from its duties and obligations as an Agent hereunder and under this Agreement the Margin Loan Documentation, but shall not be relieved of any of its obligations as a Lender and the other Loan Documents. If within 45 days after written notice of removal is given to the removed Administrative Agent’s under this Section 14.02 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the removed Administrative Agent’s removal shall become effective, (ii) the removed Administrative Agent successor shall thereupon be discharged from its duties succeed to and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform become vested with all duties of the retiring Administrative Agent under the Loan Documents until such time rights, powers, privileges and duties as the Required Lenders appoint a successor Administrative Agent as provided above. After any removed Administrative Agent’s removal hereunder, the provisions of this Article shall continue in effect for the benefit of such removed an Administrative Agent and its representatives removal and agents in appointment of an administrative agent hereunder shall constitute the removal and appointment of such applicable Person as collateral agent hereunder; provided that, Borrower’s consent (not to be unreasonably withheld) shall be required with respect to any such successor other than one of any actions taken or not taken by any of them while it was serving as the Administrative Agent. If the Administrative Agent is removed, the Borrower shall pay to the Administrative Agent any due and unpaid fees and expensesOriginal Lenders.

Removal of Administrative Agent. (a) The With the prior written consent of the Required Lenders mayand the Borrower, upon 10 Business Days’ notice to the Administrative Agent may be removed (the “Replaced Agent, order ”) and replaced with another administrative agent in accordance with Section 8.06 hereunder (the “New Agent”); provided that (i) the removal of the Administrative Agent. Upon receipt Replaced Agent shall become effective no earlier than the tenth day following the date that the Replaced Agent receives written notice of such notice, the Administrative Agent will cease all further activities and duties as Administrative Agent and provide such assistance as election of the Required Lenders may reasonably request and the Borrower to effect an orderly transition to a new Administrative replace it with the New Agent. Upon any such removal, (ii) the Borrower and the Required Lenders shall have the right to appoint appointed a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default New Agent and such New Agent shall exist at such time and further provided that such approval will not be unreasonably withheld; provided that the approval of Borrower to the removal of Macquarie US Trading LLC should not be required. (b) Upon the acceptance of its appointment as the become Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all no later than the rights, powers, privileges and duties date of removal of the removed Administrative Replaced Agent, and the removed Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within 45 days after written notice of removal is given to the removed Administrative Agent’s under this Section 14.02 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the removed Administrative Agent’s removal shall become effective, (ii) the removed Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties Replaced Agent (in its capacity as Administrative Agent, Swingline Lender, Issuing Bank and Lender) (and any applicable affiliate of the retiring Replaced Agent that is a Lender hereunder) shall have received payment of an amount equal to the outstanding par principal amount of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including pursuant to Sections 2.16 and 2.24) and (iv) the Replaced Agent shall also be removed as Issuing Bank and Swingline Lender concurrently with the Replaced Agent’s removal, and all Letters of Credit shall have been cash collateralized or backstopped in the currency in which any such Letter of Credit is denominated in an amount equal to 103% of the maximum stated amount of such Letter of Credit. Notwithstanding any other provision herein to the contrary, the Administrative Agent under and the Loan Documents until such time as Lenders hereby agree that the Required Lenders appoint a successor Administrative Agent as provided aboveminimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. After any removed Administrative Agent’s removal hereunder, the The provisions of this Article VIII, Section 9.03 and Sections 9.08 and 9.10 shall continue in effect for the benefit of such removed Administrative Agent Replaced Agent, its sub-agents and its representatives and agents their respective Affiliates in respect of any actions taken or not omitted to be taken by any an of them while it was serving acting as the Administrative Agent. If the Administrative Agent is removed, the Borrower shall pay to the Administrative Agent any due and unpaid fees and expenses.

Removal of Administrative Agent. (aAnything herein to the contrary notwithstanding and, subject to Section 11.1(g) The of the Common Terms Agreement, if at any time the Required Lenders may, upon 10 Business Days’ notice to determine that the Administrative Agent, order the removal of the Administrative Agent. Upon receipt of such notice, the Administrative Agent will cease all further activities and duties Person serving as Administrative Agent and provide such assistance as is a Defaulting Lender, the Required Lenders may reasonably request by notice to effect an orderly transition to a new Administrative Agent. Upon any the Borrower and such removalPerson, the Required Lenders shall have the right to appoint a successor Administrative Agent, and subject to the reasonable approval of the Borrower (unless a Payment Event of Default or a Bankruptcy Event of Default shall have occurred and be continuing), remove such Person as Administrative Agent and, appoint a replacement Administrative Agent hereunder, which successor agent shall (unless a Payment Event of Default or a Bankruptcy Event of Default shall have occurred and be continuing) be subject to approval by the Borrower provided that no Default or Event of Default (which approval shall exist at such time and further provided that such approval will not be unreasonably withheldwithheld or delayed). Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date 5 Business Days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent has been appointed; provided that if no replacement Administrative Agent has been appointed, the approval Lenders shall assume and perform all of Borrower to the removal duties of Macquarie US Trading LLC should not be required. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the removed Administrative Agent, and the removed Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within 45 days after written notice of removal is given to the removed Administrative Agent’s under this Section 14.02 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the removed Administrative Agent’s removal shall become effective, (ii) the removed Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time time, if any, as the Required Lenders appoint a successor Administrative Agent agent pursuant to this Section 8.10). For the avoidance of doubt, to the extent that any Affiliated Lender or Affiliated Debt Fund holds Loans or Commitments, no such Affiliated Lender or Affiliated Debt Fund, in its capacity as provided above. After Lender may act to remove any removed such Person as Administrative Agent’s removal hereunder, the provisions of this Article shall continue in effect for the benefit of such removed Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. If the Administrative Agent is removed, the Borrower shall pay to the Administrative Agent any due and unpaid fees and expenses.

Removal of Administrative Agent. (a) The Administrative Agent may be removed as Administrative Agent by the Required Lenders mayand, provided no Event of Default exists, the Borrower, upon 10 Business Days’ thirty (30) days' prior written notice to the Administrative Agent, order the removal of the Administrative Agent. Upon receipt of such notice, if the Administrative Agent will cease all further activities and duties as Administrative Agent and provide has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such assistance as the Required Lenders may reasonably request to effect an orderly transition to a new Administrative Agentproceeding or appointment. Upon any such removal, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Event of Default exists, be subject to the Borrower's approval, which approval by the Borrower provided that no Default or Event of Default shall exist at such time and further provided that such approval will not be unreasonably withheld; provided that the approval of Borrower withheld or delayed to the removal extent the proposed successor Administrative Agent is a Syndication Agent hereunder and which approval may otherwise be withheld in the discretion of Macquarie US Trading LLC should not be required. (b) the Borrower. Upon the acceptance of its a successor's appointment as the Administrative Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the removed Administrative Agent, and the removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and the other Loan DocumentsDocuments first arising from and after the date of such termination. If within 45 days after written notice of removal is given The fees, if any, payable by the Borrower to the removed Administrative Agent’s under this Section 14.02 no a successor Administrative Agent shall have been appointed be the same as those payable to its predecessor unless otherwise agreed between the Borrower and shall have accepted such appointment, then on such 45th day (i) successor. After the removed Administrative Agent’s removal shall become effective, (ii) the removed of an Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any removed Administrative Agent’s removal hereunderpursuant hereto, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such removed Administrative Agent Agent, its sub‑agents and its representatives and agents their respective Related Parties in respect of any actions taken or not omitted to be taken by any of them while it the removed Administrative Agent was serving acting as the Administrative Agent. If the Any removal by Bank of America as Administrative Agent is removedpursuant to this Section shall also constitute its resignation and removal as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor's appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the Borrower rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall pay be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the Administrative Agent any due and unpaid fees and expensesretiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Removal of Administrative Agent. (a) The Administrative Agent may be removed as Administrative Agent by the Required Lenders may, upon 10 Business Days’ notice to (excluding the Lender that is serving as the Administrative Agent) and, order provided no Event of Default exists, the removal of the Administrative Agent. Upon receipt of such noticeBorrower, upon thirty (30) days' prior written notice if the Administrative Agent will cease all further activities and (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties as Administrative Agent and provide hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such assistance as the Required Lenders may reasonably request to effect an orderly transition to a new Administrative Agentproceeding or appointment. Upon any such removal, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Event of Default exists, be subject to the Borrower's approval, which approval by may be withheld in the Borrower provided that no Default or Event discretion of Default shall exist at such time and further provided that such approval will not be unreasonably withheld; provided that the approval of Borrower to the removal of Macquarie US Trading LLC should not be required. (b) Borrower. Upon the acceptance of its a successor's appointment as the Administrative Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the removed Administrative Agent, and the removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and the other Loan DocumentsDocuments first arising from and after the date of such termination. If within 45 days after written notice of removal is given The fees, if any, payable by the Borrower to the removed Administrative Agent’s under this Section 14.02 no a successor Administrative Agent shall have been appointed be the same as those payable to its predecessor unless otherwise agreed between the Borrower and shall have accepted such appointment, then on such 45th day (i) successor. After the removed Administrative Agent’s removal shall become effective, (ii) the removed of an Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any removed Administrative Agent’s removal hereunderpursuant hereto, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such removed Administrative Agent Agent, its sub‑agents and its representatives and agents their respective Related Parties in respect of any actions taken or not omitted to be taken by any of them while it the removed Administrative Agent was serving acting as the Administrative Agent. If the Administrative Agent is removed, the Borrower shall pay to the Administrative Agent any due and unpaid fees and expenses.