Resignation and Appointment. 3.1 As and with effect from the Effective Time:
(a) the Retiring Agent shall resign as Agent under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, and the Successor Agent shall be appointed as Agent thereunder in accordance with clause 5.5 of the Agency and Trust Deed;
(b) the Retiring Security Trustee shall resign as Security Trustee under the Agency and Trust Deed, the Loan Agreement and the other Finance Documents, and the Successor Security Trustee shall be appointed as Security Trustee thereunder in accordance with clause 5.5 of the Agency and Trust Deed;
(c) all Trust Property held on trust by the Retiring Security Trustee for the Creditor Parties shall, as and with effect from the Effective Time, vest in, and be held on trust by the Successor Security Trustee in its capacity as trustee;
(d) the Successor Agent, the Successor Security Trustee and each of the parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the Successor Agent and the Successor Security Trustee had been parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and
(e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice to Section 40(1) of the Trustee Axx 0000.
3.2 Each of the Parties agrees and acknowledges that:
(a) the resignation of the Retiring Agent and the appointment of the Successor Agent, and the resignation of the Retiring Security Trustee and the appointment of the Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed;
(b) the Successor Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed;
(c) the Successor Security Trustee shall, with effect from the Effective Time, be duly appointed as successor Security Trustee by the Creditor Parties in accordan...
Resignation and Appointment. Agent may resign as Agent by giving not less than thirty (30) days' prior written notice to Lenders and Borrowers. If Agent shall resign under this Agreement, then, (i) subject to the consent of Borrowers (which consent shall not be unreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default exists), Majority Lenders shall appoint from among Lenders and their Affiliates a successor agent for Lenders or (ii) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent's notice to Lenders and Borrowers of its resignation, then Agent shall appoint a successor agent who shall serve as Agent until such time as Majority Lenders appoint a successor agent, subject to Borrowers' consent as set forth above. Upon its appointment, such successor agent shall succeed to the rights, powers and duties of Agent and the term "Agent" shall mean such successor effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any Agent hereunder, the provisions of this Section 11 shall inure to the benefit of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or not taken by it while it was an Agent under this Agreement.
Resignation and Appointment. (a) SunTrust Bank hereby resigns as Administrative Agent, Issuing Bank and Swingline Lender, (b) the Borrower and the Required Lenders hereby appoint Bank of America, N.A. as successor Administrative Agent, Issuing Bank and Swingline Lender, (c) Bank of America, N.A. hereby accepts such appointment as Administrative Agent, Issuing Lender and Swingline Lender and (d) all references in the Loan Agreement and the Loan Documents (as defined in the Loan Agreement) to “SunTrust Bank” (in its capacity as Administrative Agent, Issuing Bank or Swingline Lender) shall refer to “Bank of America, N.A.”.
Resignation and Appointment. Each of ROTHSCHILD, Lenarsky and Xxxxxx shall have executed their Officer’s/Director’s Letter of Resignation described in Section 2.5 and Exhibit 2.5 and shall have appointed J. Xxxx Xxxxxx as sole officer and director of Guppy.
Resignation and Appointment. Director hereby confirms his resignation as a director of the Company’s Board as of the Effective Date (the "Resignation Date").
Resignation and Appointment. Effective as of the date hereof, Executive hereby resigns as Chief Executive Officer of the Company and concurrently accepts his appointment as Chief Technology Officer and Vice President of Research and Development of the Company by the Board of Directors of the Company.
Resignation and Appointment. Pursuant to Section 8.6 of the Credit Agreement, Xxxxx Fargo hereby notifies the US Borrower and each Lender that, effective as of the date hereof, Xxxxx Fargo resigns as the “US Administrative Agent” and the “US Issuing Lender” under the Credit Agreement and the other Credit Documents. As provided in Section 8.6 of the Credit Agreement, upon such resignation the US Majority Lenders may appoint a successor US Administrative Agent and a successor US Issuing Lender. By execution of this Agreement, effective as of the date hereof, (i) the Lenders hereby appoint, and the US Borrower hereby agrees and approves the appointment of, WFF as the successor US Administrative Agent and the US Issuing Lender under the Credit Agreement and the other Credit Documents, and (ii) WFF hereby accepts such appointment as successor US Administrative Agent and US Issuing Lender. Nothing provided herein, including the resignation by Xxxxx Fargo as the US Issuing Lender under the Credit Agreement, shall prevent Xxxxx Fargo from being the “Underlying Issuer” as defined in the Credit Agreement, as amended hereby.
Resignation and Appointment. Pursuant to Section 8.6 of the Credit Agreement, as amended hereby, Xxxxx Fargo hereby notifies the US Borrower and each Lender that, effective as of the date hereof, Xxxxx Fargo resigns as the “US Swingline Lender” under the Credit Agreement and the other Credit Documents. As provided in Section 8.6 of the Credit Agreement, as amended hereby, upon such resignation the US Majority Lenders may appoint a successor US Swingline Lender. By execution of this Agreement, effective as of the date hereof, (i) the Lenders hereby appoint, and the US Borrower hereby agrees and approves the appointment of, WFF as the successor US Swingline Lender under the Credit Agreement and the other Credit Documents, and (ii) WFF hereby accepts such appointment as successor US Swingline Lender.
Resignation and Appointment. (a) SunTrust Bank hereby resigns as Servicer, (b) the Sponsor and the Required Participants hereby appoint Bank of America, N.A. as successor Servicer, (c) Bank of America, N.A. hereby accepts such appointment as Servicer, and (d) all references in the Loan Facility Agreement and the Operative Documents (as defined in the Loan Facility Agreement) to “SunTrust Bank” (in its capacity as Servicer) shall refer to “Bank of America, N.A.” and all references in the Loan Facility Agreement to “SunTrust’s” shall refer to “Bank of America’s”.
Resignation and Appointment. Pursuant to subsection 6.02 of the Security Deposit Agreement, Midlantic National Bank hereby resigns as Original Security Agent and TD Trust Company is hereby appointed Security Agent by the parties hereto and TD Trust Company hereby accepts such appointment. The Security Agent hereby succeeds to and becomes vested with all the rights, powers, privileges and duties of the Original Security Agent, And, Except for the matters provided for in the last two sentences of Sections 2(b) and 4 hereof, the Original Security Agent is hereby discharged from its duties and obligations under the Security Deposit Agreement as of the date of this Agreement. The provisions of Section 6 and Section 9.02 of the Security Deposit Agreement shall continue in effect for the benefit of Midlantic in respect of any actions taken or omitted to be taken by it while it was acting as Original Security Agent.
