Resignation and Appointment of Administrative Agent. Existing Agent hereby notifies Transferor, Collection Agent and GECC Funding Agent that it hereby resigns as Administrative Agent as provided under Section 8.09 of the Transfer Agreement. Transferor, Collection Agent and GECC Funding Agent hereby accept such resignation and agree that such notification is sufficient under Section 8.09 of the Transfer Agreement, notwithstanding anything to the contrary contained in such Section, including the requirement for 30 days' prior notice of such resignation. GECC Committed Purchaser, constituting at least the Required Committed Purchasers, hereby appoints Successor Agent as Administrative Agent. Successor Agent hereby accepts such appointment and Transferor and Collection Agent hereby acknowledge and approve of such appointment. Transferor, Collection Agent, GECC Committed Purchaser and GECC Funding Agent hereby acknowledge and agree that the provisions of Sections 2.20 (Indemnities by Transferor), 2.22 (Indemnities for Taxes), 2.23 (Other Costs, Expenses and Related Matters), 6.10 (Collection Agent Indemnification of Indemnified Parties) and 8.07 (Indemnification) of the Transfer Agreement, in each case, as they pertain to Existing Agent, shall survive Existing Agent's resignation hereunder, and shall inure to the benefit of Existing Agent as to any actions taken or omitted to be taken while Existing Agent was Administrative Agent under the Transfer Agreement and the other Transaction Documents. Each of the parties hereto agree to execute or deliver all documents Successor Agent reasonably believes are necessary or desirable to evidence its appointment as successor Administrative Agent; provided that the failure to comply with this sentence by any party hereto (other than Transferor or Collection Agent) shall not result in breach of this Third Amendment or a Potential Termination Event or Termination Event under the Transfer Agreement or any other Transaction Document. Existing Agent hereby authorizes Successor Agent to execute, deliver and file all documents Successor Agent believes are necessary or desirable to evidence its appointment as successor Administrative Agent, including, but not limited to, amending the UCC financing statements and/or amendments filed with respect to the Transfer Agreement and other Transaction Documents and taking any other actions as the "Secured Party of Record" (under and in accordance with Article 9 of the Uniform Commercial Code) with respect to the Transfer Agreement and other T...
Resignation and Appointment of Administrative Agent. (a) Pursuant to Section 8.05 of the Credit Agreement, on the Effective Date (as defined below) (i) the Existing Agent’s resignation as the Administrative Agent shall be effective, the Required Lenders shall accept the resignation of FP as Administrative Agent under the Loan Documents, and FP shall have no further obligations under the Loan Documents in its capacity as Administrative Agent (other than the obligations set forth in Section 5 below), (ii) the Required Lenders hereby appoint Wilmington Trust to act as the Successor Agent, effective as of the Effective Date, (iii) the Borrower hereby consents to the appointment of Wilmington Trust to act as the Successor Agent, (iv) the Successor Agent hereby accepts the appointment to act as the Administrative Agent under the Loan Documents, and (v) the Borrower and the Required Lenders hereby waive the 5 days’ prior written notice of resignation required by Section 8.05(a) of the Existing Credit Agreement. The Required Lenders and the Borrower waive any other inconsistency or conflict with the provisions in Section 8.05 of the Credit Agreement with respect to the resignation of FP as Administrative Agent and the appointment of Wilmington Trust as the Successor Agent. Each of the parties hereto agrees to execute all documents and take such further action as necessary to evidence the appointment of Wilmington Trust as the Successor Agent and the assignment of the Liens and security interests to the Successor Agent hereunder.
Resignation and Appointment of Administrative Agent. Upon the satisfaction of the conditions set forth in Section 2 of this Amendment:
Resignation and Appointment of Administrative Agent. (a) Pursuant to Section 9.09 of the Credit Agreement, (i) the Required Lenders and the Borrower hereby accept the resignation of the Existing Administrative Agent as the Administrative Agent under the Loan Documents, (ii) the Required Lenders hereby appoint Wilmington Trust, National Association to act as the New Administrative Agent, (iii) the Borrower hereby consents to the appointment of Wilmington Trust, National Association as the New Administrative Agent and (iv) each of the Parties hereto waives (x) any applicable notice period or consent requirements under the Loan Documents with respect to the actions described in clauses (i), (ii) and (iii), in each case effective as of the Amendment No. 3 Effective Date (as defined below) and (y) with respect to clause (ii) above, the requirement that the successor agent be a Lender.
Resignation and Appointment of Administrative Agent. The Resigning Administrative Agent hereby notifies the Lenders, the Issuing Bank and the Borrower of its resignation as Administrative Agent under the Credit Agreement and the Borrower and the Lenders party hereto hereby consent to and approve the appointment of the Successor Administrative Agent as the Administrative Agent under the Credit Agreement. The Successor Administrative Agent is hereby vested with all the rights, powers, privileges and duties of the Resigning Administrative Agent and the Resigning Administrative Agent is hereby discharged from its duties, obligations and liabilities under the Credit Agreement in accordance with the terms of the Credit Agreement.
Resignation and Appointment of Administrative Agent. (a) Substantially concurrently with the amendments to the Existing Credit Agreement described in Section 2 hereof, pursuant to Section 8.09 of the Existing Credit Agreement, (i) the Required Lenders (as defined in the Existing Credit Agreement) and the Borrower hereby accept the resignation of the Existing Administrative Agent as the Administrative Agent under the Loan Documents, (ii) the Required Lenders hereby appoint Deutsche Bank AG New York Branch to act as the New Administrative Agent, (iii) the Borrower hereby consents to the appointment of Deutsche Bank AG New York Branch as the New Administrative Agent and (iv) each of the parties hereto waives any applicable notice period or consent requirements under the Loan Documents with respect to the actions described in the preceding clauses (i), (ii) and (iii), in each case effective as of the Restatement Effective Date.
Resignation and Appointment of Administrative Agent. Pursuant to Section 7.06(a) of the Credit Agreement, in each case, effective as of the Effective Date (as defined below) (i) the Existing Agent’s resignation shall be effective and each of the Borrower and the Required Lenders accepts the resignation of Citi as the Administrative Agent under the Existing Loan Documents, and Citi shall have no further obligations under the Existing Loan Documents in its capacity as the Administrative Agent (other than the obligations set forth in this Amendment and the obligations that survive pursuant to Section 7.06(b) of the Credit Agreement), (ii) the Required Lenders, after consultation with the Borrower, appoint JPMorgan to act as the Successor Agent, and (iii) the Borrower consents to the appointment of JPMorgan to act as the Successor Agent. As of the Effective Date, the Successor Agent accepts the appointment to act as the successor Administrative Agent under the Existing Loan Documents. Each of the parties hereto waives any inconsistency or conflict with the provisions in Section 7.06 of the Credit Agreement with respect to the resignation of Citi as Existing Agent and the appointment of JPMorgan as the Successor Agent.
Resignation and Appointment of Administrative Agent. Lxxxxx Commercial Paper Inc. delivered notice to the Lenders on October 10 of its intention to resign as Administrative Agent under the Loan Documents (including, without limitation, the Existing Credit Agreement). Bank of America, N.A. desires, as of the Third Amendment Effective Date, to be appointed as the Administrative Agent under the Loan Documents as amended hereby. The Borrower, the Grantors and the Required Lenders by their execution below, their execution of an Acknowledgment and Consent or their execution of a Lender Consent, as applicable, hereby waive the ten day notice required by the terms of the Existing Credit Agreement and appoint and approve the appointment of Bank of America, N.A., and the resignation of Lxxxxx Commercial Paper Inc. as the Administrative Agent under the Loan Documents (including, without limitation, the Existing Credit Agreement) as of the Third Amendment Effective Date. The Required Lenders hereby authorize Bank of America, N.A. to act as Administrative Agent under the Amended Credit Agreement and the Loan Documents in accordance with Section 9 of the Credit Agreement.
Resignation and Appointment of Administrative Agent. Effective as of the Closing Date, (a) the Lenders party hereto, constituting the Requisite Lenders (as defined in the Existing Credit Agreement and the Amended Credit Agreement), (i) hereby accept the resignation of Credit Suisse as the Existing Administrative Agent under the Loan Documents and (ii) hereby appoint Citibank to act as Administrative Agent under the Amended Credit Agreement and the other Loan Documents, (b) Company hereby consents to the appointment of Citibank to act as Administrative Agent under the Amended Credit Agreement and the other Loan Documents and (c) Citibank hereby accepts its appointment as Administrative Agent under the Amended Credit Agreement and the other Loan Documents. Each of the parties hereto hereby waives the notice requirements with respect to the resignation of the Existing Administrative Agent set forth in Section 9.5 of the Existing Credit Agreement or in any other Loan Document.
Resignation and Appointment of Administrative Agent. Pursuant to Section 8.06 of the Credit Agreement, (i) the Required Lenders and the Borrower hereby accept the resignation of the Existing Administrative Agent as the Administrative Agent under the Loan Documents, (ii) the Required Lenders hereby appoint BofA to act as the Successor Administrative Agent under the Loan Documents, (iii) the Borrower hereby accepts the appointment of BofA as the Successor Administrative Agent under the Loan Documents and (iv) each of the parties hereto waives any applicable notice or consent requirements under the Loan Documents with respect to the actions described in the immediately preceding clauses (i), (ii) and (iii), in each case effective as of the Second Amendment Date.
