Common use of Resignation and Appointment of Agents Clause in Contracts

Resignation and Appointment of Agents. (a) Pursuant to Section 13.9 of the Existing Credit Agreement, the Current Agent hereby delivers notice to each of the Lenders, the Letter of Credit Issuer and the Parent Borrower that, effective upon the Agency Transfer Date (as defined below), the Current Agent hereby resigns as Administrative Agent and Collateral Agent under the Existing Credit Agreement and the Credit Documents. The Required Lenders hereby appoint Citibank, N.A. (the “Successor Agent”) as successor Administrative Agent and Collateral Agent effective upon the Agency Transfer Date and the Parent Borrower hereby consent to the Successor Agent’s appointment as successor Administrative Agent and Collateral Agent as of the Agency Transfer Date and the Successor Agent hereby accepts such appointment as of the Agency Transfer Date. In addition, each of the parties hereto agree that effective as of the Agency Transfer Date, (a) the Successor Agent shall succeed to the rights, powers and duties of the Administrative Agent and the Collateral Agent as set forth in the Amended and Restated Credit Agreement and the other Credit Documents, (b) the Current Agent shall assign to the Successor Agent all its rights, obligations and other interests (including but not limited to each Parallel Debt) (collectively, the “Interests”) as Administrative Agent and Collateral Agent under the Amended and Restated Credit Agreement and the other Credit Documents (other than as set forth in the Resignation and Appointment Agreement) and effective as of the Agency Transfer Date the Successor Agent hereby assumes the Interests, (c) the Current Agent shall be released from all duties and obligations other than as set forth in the Resignation and Appointment Agreement and (d) any notice requirements in connection with the resignation and appointment are deemed to be satisfied by this Agreement and any other time periods or requirements in connection therewith are waived effective as of the Agency Transfer Date. The Credit Parties and the Required Lenders hereby (a) waive any notice period under Section 13.9 of the Existing Credit Agreement required before the resignation by the Current Administrative Agent as Administrative Agent and Collateral Agent may become effective and (b) authorize each of the Borrowers, the Current Agent and the Successor Agent to enter into the Resignation and Appointment Agreement and any instruments and ancillary documents related thereto, and authorize the Current Agent and the Successor Agent to perform such actions as each of the Current Agent and the Successor Agent determines are necessary thereunder to give effect to this Section 8; and

Resignation and Appointment of Agents. (a) Pursuant to Section 13.9 The Company may terminate at any time the appointment of any or all of the Existing Credit AgreementRegistrar, Co-Registrar, Principal Paying Agent, and any Paying Agent and any Transfer Agent, with or without cause, by giving to the Registrar, Co-Registrar, Principal Paying Agent, Paying Agent or the Transfer Agent, as the case may be, at least 90 days’ prior written notice to that effect; provided, that (i) in the case of termination of the appointment of the Registrar or the Co-Registrar, no such notice shall take effect until a new Registrar or Co-Registrar, as the case may be, has been appointed and has accepted such appointment, and (ii) the effective date of such termination may not occur within 21 days before or after an Interest Payment Date nor during such time as an Event of Default shall have occurred and be continuing. The Registrar, Co-Registrar, Principal Paying Agent, any Paying Agent, and any Transfer Agent may at any time resign from such capacities by giving written notice to the Company, specifying the date on which its desired resignation shall become effective, provided, however, that (i) such date shall never be less than 45 days from the date on which such notice is received by the Company, unless the Company agrees to accept less notice, (ii) the effective date of such resignation may not occur within 21 days before or after an Interest Payment Date and (iii) in any event, the Current resignation may not take effect prior to the appointment of a successor Registrar, Co-Registrar, Principal Paying Agent, Paying Agent hereby delivers notice to each or Transfer Agent, as the case may be, and the acceptance thereof of such appointment. If the Registrar, Co-Registrar, Principal Paying Agent, any Paying Agent or any Transfer Agent, as the case may be, resigns or is removed and the Company has not appointed a successor agent within 15 days of the Lendersexpiration of the relevant notice, then the relevant Registrar, Co-Registrar, Principal Paying Agent, Paying Agent, or Transfer Agent, as the case may be, may appoint, or may petition a court of competent jurisdiction for the appointment of, a reputable institution as the successor agent at the expense of the Company. Upon its removal or resignation, the Letter Registrar, Co-Registrar, Principal Paying Agent, any Paying Agent or any Transfer Agent, as the case may be, shall be entitled to the payment by the Company of Credit Issuer its compensation and indemnification for the Parent Borrower that, effective upon services rendered hereunder. As long as it is required by Argentine law or by the Agency Transfer Date (as defined below)CNV, the Current Agent hereby resigns Company shall maintain a registrar, a paying agent, a transfer agent and a representative of the Trustee in Buenos Aires, Argentina. Initially, Banco Santander Río S.A. shall act as Administrative such Registrar, Paying Agent, Transfer Agent and Collateral Agent under representative of the Existing Credit Agreement and the Credit DocumentsTrustee in Buenos Aires, Argentina. The Required Lenders hereby appoint Citibank, N.A. (the “Successor Agent”) as Company shall give notice of each resignation and each removal of any Paying Agent or Transfer Agent with respect to Notes of any series and each appointment of a successor Administrative Paying Agent and Collateral or Transfer Agent effective upon the Agency Transfer Date and the Parent Borrower hereby consent with respect to the Successor Agent’s appointment as successor Administrative Agent and Collateral Agent as Notes of any series to all Holders of Notes of such series in the Agency Transfer Date and the Successor Agent hereby accepts such appointment as of the Agency Transfer Date. In additionmanner provided in Section 1.6, each of the parties hereto agree that effective as of the Agency Transfer Date, (a) the Successor Agent shall succeed to the rights, powers CNV and duties of the Administrative Agent and the Collateral Agent as set forth in the Amended and Restated Credit Agreement and the other Credit Documents, (b) the Current Agent shall assign to the Successor Agent all its rights, obligations and other interests (including but not limited to each Parallel Debt) (collectively, the “Interests”) as Administrative Agent and Collateral Agent under the Amended and Restated Credit Agreement and the other Credit Documents (other than as set forth in the Resignation and Appointment Agreement) and effective as of the Agency Transfer Date the Successor Agent hereby assumes the Interests, (c) the Current Agent shall be released from all duties and obligations other than as set forth in the Resignation and Appointment Agreement and (d) any notice requirements in connection with the resignation and appointment stock exchange on which any Notes are deemed to be satisfied by this Agreement and any other time periods then listed or requirements in connection therewith are waived effective as of the Agency Transfer Date. The Credit Parties and the Required Lenders hereby (a) waive any notice period under Section 13.9 of the Existing Credit Agreement required before the resignation by the Current Administrative Agent as Administrative Agent and Collateral Agent may become effective and (b) authorize each of the Borrowers, the Current Agent and the Successor Agent to enter into the Resignation and Appointment Agreement and any instruments and ancillary documents related thereto, and authorize the Current Agent and the Successor Agent to perform such actions as each of the Current Agent and the Successor Agent determines are necessary thereunder to give effect to this Section 8; andtraded.

Resignation and Appointment of Agents. (a) Pursuant to Section 13.9 The Company may terminate at any time the appointment of any or all of the Existing Credit AgreementRegistrar, Co-Registrar and any Paying Agent, with or without cause, by giving to the Registrar, Co-Registrar or Paying Agent, as the case may be, at least 90 days’ prior written notice to that effect unless the relevant agent agrees to accept less notice; provided that (i) in the case of termination of the appointment of the Registrar or the Co-Registrar, no such termination shall take effect until a new Registrar or Co-Registrar, as the case may be, has been appointed and has accepted such appointment, and (ii) the effective date of such termination may not occur within 21 days before or after an Interest Payment Date nor during such time as an Event of Default shall have occurred and be continuing. The Registrar, Co-Registrar and any Paying Agent may at any time resign from such capacities by giving written notice to the Company, specifying the date on which its desired resignation shall become effective; provided, however, that (i) such date shall never be less than 90 days from the date on which such notice is received by the Company, unless the Company agrees to accept less notice, (ii) the effective date of such resignation may not occur within 21 days before or after an Interest Payment Date and (iii) in any event, the Current Agent hereby delivers notice resignation may not take effect prior to each the appointment of a successor Registrar, Co-Registrar or Paying Agent, as the case may be, and the acceptance thereof of such appointment. If the Registrar, Co-Registrar or any Paying Agent, as the case may be, resigns or is removed and the Company has not appointed a successor agent within 15 days of the Lendersexpiration of the relevant notice, then the relevant Registrar, Co-Registrar or Paying Agent, as the case may be, may appoint, or may petition a court of competent jurisdiction for the appointment of, a reputable institution as the successor agent. Upon its removal or resignation, the Letter Registrar, Co-Registrar or any Paying Agent, as the case may be, shall be entitled to the payment by the Company of Credit Issuer its compensation and indemnification for the Parent Borrower that, effective upon the Agency Transfer Date (services rendered hereunder. As long as defined below)any Series of Notes is Outstanding, the Current Company will maintain a co-registrar and a paying agent in Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx. Initially, The Bank of New York shall act as such Co-Registrar and Paying Agent hereby resigns in Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx. As long as Administrative Agent it is required by Argentine law or by the CNV, the Company will maintain a registrar, a transfer agent, a paying agent and Collateral Agent under the Existing Credit Agreement and the Credit Documents. The Required Lenders hereby appoint Citibank, N.A. (the “Successor Agent”) as successor Administrative Agent and Collateral Agent effective upon the Agency Transfer Date and the Parent Borrower hereby consent to the Successor Agent’s appointment as successor Administrative Agent and Collateral Agent as a representative of the Agency Trustee in Buenos Aires, Argentina. Initially, Banco Río shall act as such Registrar, Transfer Date Agent, Paying Agent in Argentina, and the Successor Agent hereby accepts such appointment as representative of the Agency Transfer DateTrustee in Buenos Aires, Argentina. In addition, each As long as any Series of Notes is listed on the parties hereto agree that effective as of the Agency Transfer Date, (a) the Successor Agent shall succeed to the rights, powers and duties of the Administrative Agent and the Collateral Agent as set forth in the Amended and Restated Credit Agreement and the other Credit Documents, (b) the Current Agent shall assign to the Successor Agent all its rights, obligations and other interests (including but not limited to each Parallel Debt) (collectivelyLuxembourg Stock Exchange, the “Interests”Company will maintain a Paying Agent in Luxembourg. Initially, The Bank of New York (Luxembourg) S.A. shall act as Administrative such Paying Agent and Collateral Agent under the Amended and Restated Credit Agreement and the other Credit Documents (other than as set forth in the Resignation and Appointment Agreement) and effective as of the Agency Transfer Date the Successor Agent hereby assumes the Interests, (c) the Current Agent shall be released from all duties and obligations other than as set forth in the Resignation and Appointment Agreement and (d) any notice requirements in connection with the resignation and appointment are deemed to be satisfied by this Agreement and any other time periods or requirements in connection therewith are waived effective as of the Agency Transfer Date. The Credit Parties and the Required Lenders hereby (a) waive any notice period under Section 13.9 of the Existing Credit Agreement required before the resignation by the Current Administrative Agent as Administrative Agent and Collateral Agent may become effective and (b) authorize each of the Borrowers, the Current Agent and the Successor Agent to enter into the Resignation and Appointment Agreement and any instruments and ancillary documents related thereto, and authorize the Current Agent and the Successor Agent to perform such actions as each of the Current Agent and the Successor Agent determines are necessary thereunder to give effect to this Section 8; andLuxembourg.

Resignation and Appointment of Agents. (a) Pursuant to Section 13.9 The Company may terminate at any time the appointment of any or all of the Existing Credit AgreementRegistrar, Co-Registrar and any Paying Agent, with or without cause, by giving to the Registrar, Co-Registrar or Paying Agent, as the case may be, at least 90 days’ prior written notice to that effect unless the relevant agent agrees to accept less notice; provided that (i) in the case of termination of the appointment of the Registrar or the Co-Registrar, no such termination shall take effect until a new Registrar or Co-Registrar, as the case may be, has been appointed and has accepted such appointment, and (ii) the effective date of such termination may not occur within 21 days before or after an Interest Payment Date nor during such time as an Event of Default shall have occurred and be continuing. The Registrar, Co-Registrar and any Paying Agent may at any time resign from such capacities by giving written notice to the Company, specifying the date on which its desired resignation shall become effective; provided, however, that (i) such date shall never be less than 60 days from the date on which such notice is received by the Company, unless the Company agrees to accept less notice, (ii) the effective date of such resignation may not occur within 21 days before or after an Interest Payment Date and (iii) in any event, the Current resignation may not take effect prior to the appointment of a successor Registrar, Co-Registrar or Paying Agent, as the case may be, and the acceptance thereof of such appointment. If the Registrar, Co-Registrar or any Paying Agent, as the case may be, resigns or is removed and the Company has not appointed a successor agent within 75 days from the date on which the notice is received by the Company, then the relevant Registrar, Co-Registrar or Paying Agent, as the case may be, may appoint, or may petition a court of competent jurisdiction for the appointment of, a reputable institution as the successor agent. Upon its removal or resignation, the Registrar, Co-Registrar or any Paying Agent, as the case may be, shall be entitled to the payment by the Company of its compensation and indemnification for the services rendered hereunder. As long as any Notes are Outstanding, the Company will maintain a co-registrar and a paying agent in Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx. Initially, The Bank of New York Mellon shall act as such Co-Registrar and Paying Agent hereby delivers notice to each in Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx. As long as it is required by Argentine law or by the CNV, the Company will maintain a registrar, a transfer agent, a paying agent and a representative of the LendersTrustee in Buenos Aires, Argentina. Initially, Banco Santander Río shall act as such Registrar, Transfer Agent, Paying Agent in Argentina, and representative of the Trustee in Buenos Aires, Argentina. As long as any Note is listed on the Luxembourg Stock Exchange, the Letter Company will maintain a Paying Agent in Luxembourg. Initially, The Bank of Credit Issuer and the Parent Borrower that, effective upon the Agency Transfer Date New York Mellon (Luxembourg) S.A. shall act as defined below), the Current such Paying Agent hereby resigns as Administrative Agent and Collateral Agent under the Existing Credit Agreement and the Credit Documents. The Required Lenders hereby appoint Citibank, N.A. (the “Successor Agent”) as successor Administrative Agent and Collateral Agent effective upon the Agency Transfer Date and the Parent Borrower hereby consent to the Successor Agent’s appointment as successor Administrative Agent and Collateral Agent as of the Agency Transfer Date and the Successor Agent hereby accepts such appointment as of the Agency Transfer Date. In addition, each of the parties hereto agree that effective as of the Agency Transfer Date, (a) the Successor Agent shall succeed to the rights, powers and duties of the Administrative Agent and the Collateral Agent as set forth in the Amended and Restated Credit Agreement and the other Credit Documents, (b) the Current Agent shall assign to the Successor Agent all its rights, obligations and other interests (including but not limited to each Parallel Debt) (collectively, the “Interests”) as Administrative Agent and Collateral Agent under the Amended and Restated Credit Agreement and the other Credit Documents (other than as set forth in the Resignation and Appointment Agreement) and effective as of the Agency Transfer Date the Successor Agent hereby assumes the Interests, (c) the Current Agent shall be released from all duties and obligations other than as set forth in the Resignation and Appointment Agreement and (d) any notice requirements in connection with the resignation and appointment are deemed to be satisfied by this Agreement and any other time periods or requirements in connection therewith are waived effective as of the Agency Transfer Date. The Credit Parties and the Required Lenders hereby (a) waive any notice period under Section 13.9 of the Existing Credit Agreement required before the resignation by the Current Administrative Agent as Administrative Agent and Collateral Agent may become effective and (b) authorize each of the Borrowers, the Current Agent and the Successor Agent to enter into the Resignation and Appointment Agreement and any instruments and ancillary documents related thereto, and authorize the Current Agent and the Successor Agent to perform such actions as each of the Current Agent and the Successor Agent determines are necessary thereunder to give effect to this Section 8; andLuxembourg.

Resignation and Appointment of Agents. (a) Pursuant to Section 13.9 The Company may terminate at any time the appointment of any or all of the Existing Credit AgreementRegistrar, Co-Registrar and any Paying Agent, with or without cause, by giving to the Registrar, Co-Registrar or Paying Agent, as the case may be, at least 90 days’ prior written notice to that effect unless the relevant agent agrees to accept less notice; provided that (i) in the case of termination of the appointment of the Registrar or the Co-Registrar, no such termination shall take effect until a new Registrar or Co-Registrar, as the case may be, has been appointed and has accepted such appointment, and (ii) the effective date of such termination may not occur within 21 days before or after an Interest Payment Date nor during such time as an Event of Default shall have occurred and be continuing. The Registrar, Co-Registrar and any Paying Agent may at any time resign from such capacities by giving written notice to the Company, specifying the date on which its desired resignation shall become effective; provided, however, that (i) such date shall never be less than 90 days from the date on which such notice is received by the Company, unless the Company agrees to accept less notice, (ii) the effective date of such resignation may not occur within 21 days before or after an Interest Payment Date and (iii) in any event, the Current Agent hereby delivers notice resignation may not take effect prior to each the appointment of a successor Registrar, Co-Registrar or Paying Agent, as the case may be, and the acceptance thereof of such appointment. If the Registrar, Co-Registrar or any Paying Agent, as the case may be, resigns or is removed and the Company has not appointed a successor agent within 15 days of the Lendersexpiration of the relevant notice, then the relevant Registrar, Co-Registrar or Paying Agent, as the case may be, may appoint, or may petition a court of competent jurisdiction for the appointment of, a reputable institution as the successor agent. Upon its removal or resignation, the Letter Registrar, Co-Registrar or any Paying Agent, as the case may be, shall be entitled to the payment by the Company of Credit Issuer its compensation and indemnification for the Parent Borrower that, effective upon the Agency Transfer Date (services rendered hereunder. As long as defined below)any Notes are Outstanding, the Current Company will maintain a co-registrar and a paying agent in Nxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx. Initially, The Bank of New York shall act as such Co-Registrar and Paying Agent hereby resigns in Nxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx. As long as Administrative Agent it is required by Argentine law or by the CNV, the Company will maintain a registrar, a transfer agent, a paying agent and Collateral Agent under the Existing Credit Agreement and the Credit Documents. The Required Lenders hereby appoint Citibank, N.A. (the “Successor Agent”) as successor Administrative Agent and Collateral Agent effective upon the Agency Transfer Date and the Parent Borrower hereby consent to the Successor Agent’s appointment as successor Administrative Agent and Collateral Agent as a representative of the Agency Trustee in Buenos Aires, Argentina. Initially, Banco Santander Río shall act as such Registrar, Transfer Date Agent, Paying Agent in Argentina, and the Successor Agent hereby accepts such appointment as representative of the Agency Transfer DateTrustee in Buenos Aires, Argentina. In addition, each of As long as any Notes is listed on the parties hereto agree that effective as of the Agency Transfer Date, (a) the Successor Agent shall succeed to the rights, powers and duties of the Administrative Agent and the Collateral Agent as set forth in the Amended and Restated Credit Agreement and the other Credit Documents, (b) the Current Agent shall assign to the Successor Agent all its rights, obligations and other interests (including but not limited to each Parallel Debt) (collectivelyLuxembourg Stock Exchange, the “Interests”Company will maintain a Paying Agent in Luxembourg. Initially, The Bank of New York (Luxembourg) S.A. shall act as Administrative such Paying Agent and Collateral Agent under the Amended and Restated Credit Agreement and the other Credit Documents (other than as set forth in the Resignation and Appointment Agreement) and effective as of the Agency Transfer Date the Successor Agent hereby assumes the Interests, (c) the Current Agent shall be released from all duties and obligations other than as set forth in the Resignation and Appointment Agreement and (d) any notice requirements in connection with the resignation and appointment are deemed to be satisfied by this Agreement and any other time periods or requirements in connection therewith are waived effective as of the Agency Transfer Date. The Credit Parties and the Required Lenders hereby (a) waive any notice period under Section 13.9 of the Existing Credit Agreement required before the resignation by the Current Administrative Agent as Administrative Agent and Collateral Agent may become effective and (b) authorize each of the Borrowers, the Current Agent and the Successor Agent to enter into the Resignation and Appointment Agreement and any instruments and ancillary documents related thereto, and authorize the Current Agent and the Successor Agent to perform such actions as each of the Current Agent and the Successor Agent determines are necessary thereunder to give effect to this Section 8; andLuxembourg.