Common use of Resignation and Removal of Administrative Agent and Collateral Agent Clause in Contracts

Resignation and Removal of Administrative Agent and Collateral Agent. (a) Each of the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower in accordance with this Section 9.06. Upon receipt of any such notice of resignation, the Required Lenders shall have the right (so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) or shall be a Lender as of such date. If no such successor shall have been so appointed by the Required Xxxxxxx and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, (or such earlier day as shall be agreed by the Required Lenders), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks (and so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower), appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor has been appointed, such resignation shall become effective on the date that is thirty (30) days following receipt by the Lenders, the Issuing Banks and the Borrower of the retiring Agent’s notice of resignation (such date or the earlier date on which a successor Agent is appointed in accordance with this Section 9.06(a), the “Resignation Effective Date”). (b) If the Person serving as Administrative Agent or Collateral Agent, as applicable (i) is a Defaulting Lender pursuant to clause (d) of the definition thereof, (ii) materially breaches its duties and obligations hereunder or under the other Financing Documents or (iii) is grossly negligent or engages in willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction in connection with the performance of its duties hereunder or under the other Financing Documents, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent or Collateral Agent, as applicable (and so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower) appoint a successor meeting the qualifications set forth in subclause (a) above. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders), then the Borrower may by notice in writing to the Required Lenders and such Person, appoint a successor meeting the qualifications set forth in subclause (a) above (the date of acceptance of such appointment being the “Removal Effective Date”).

Resignation and Removal of Administrative Agent and Collateral Agent. (a) Each of the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower in accordance with this Section 9.06. Upon receipt of any such notice of resignation, the Required Lenders shall have the right (so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) or shall be a Lender as of such date. If no such successor shall have been so appointed by the Required Xxxxxxx and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, (or such earlier day as shall be agreed by the Required Lenders), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks (and so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower), appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor has been appointed, such resignation shall become effective on the date that is thirty (30) days following receipt by the Lenders, the Issuing Banks and the Borrower of the retiring Agent’s notice of resignation (such date or the earlier date on which a successor Agent is appointed in accordance with this Section 9.06(a), the “Resignation Effective Date”). (b) If the Person serving as Administrative Agent or Collateral Agent, as applicable (i) is a Defaulting Lender pursuant to clause (d) of the definition thereof, (ii) materially breaches its duties and obligations hereunder or under the other Financing Documents or (iii) is grossly negligent or engages in willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction in connection with the performance of its duties hereunder or under the other Financing Documents, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent or Collateral Agent, as applicable (and so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower) appoint a successor meeting the qualifications set forth in subclause (a) above. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders), then the Borrower may by notice in writing to the Required Lenders and such Person, appoint a successor meeting the qualifications set forth in subclause (a) above (the date of acceptance of such appointment being the “Removal Effective Date”). (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents (except that in the case of any collateral security held by the applicable Agent on behalf of the Lenders or the Issuing Banks under any of the Financing Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) in the case of a retiring or removed Administrative Agent, except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as a successor Administrative Agent is appointed as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Financing Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Financing Documents, the provisions of this Article and Section 10.05 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (d) If any Person serving as an Administrative Agent or Collateral Agent also serves as an Issuing Bank, any resignation or removal of such Agent pursuant to this Section shall also constitute its resignation as Issuing Bank. If any such Agent or any Issuing Bank resigns as Issuing Bank, whether due to its resignation or removal as Agent or otherwise (except for resignation upon assignment of its Revolving Credit Commitment and Revolving Loans, which is subject to the requirements set forth in Section 10.07(f)), it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all L/C Obligations with respect thereto, including the right to require the Lenders to make ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment by the Borrower of a successor Issuing Bank hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender that has consented to such appointment) (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, as applicable, (ii) the retiring Issuing Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Financing Documents, and (iii) the successor Issuing Bank 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 resigning Issuing Bank to effectively assume the obligations of such Issuing Bank with respect to such Letters of Credit.

Resignation and Removal of Administrative Agent and Collateral Agent. (a) Each of the The Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks Lenders and the Borrower in accordance with this Section 9.06Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right (so long as no Event of Default has occurred that is continuingright, in consultation with the prior consent of the Borrower)Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) or shall be a Lender as of such date. If no such successor shall have been so appointed by the Required Xxxxxxx and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, (or such earlier day as shall be agreed by the Required Lenders), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks (and so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower), appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor has been appointed, such resignation shall become effective on the date that is thirty (30) days following receipt by the Lenders, the Issuing Banks and the Borrower of the retiring Agent’s notice of resignation (such date or the earlier date on which a successor Agent is appointed in accordance with this Section 9.06(a), the “Resignation Effective Date”). (b) If the Person serving as Administrative Agent or Collateral Agent, as applicable (i) is a Defaulting Lender pursuant to clause (d) of the definition thereof, (ii) materially breaches its duties and obligations hereunder or under the other Financing Documents or (iii) is grossly negligent or engages in willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction in connection with the performance of its duties hereunder or under the other Financing Documents, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent or Collateral Agent, as applicable (and so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower) appoint a successor meeting the qualifications set forth in subclause (a) above. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days (or such earlier day as shall be agreed by after the Required Lenders)retiring Administrative Agent gives notice of its resignation, then the Borrower retiring Administrative Agent may by notice in writing to on behalf of the Required Lenders and such PersonLenders, appoint a successor meeting Administrative Agent reasonably satisfactory to the qualifications set forth Required Lenders; provided that if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in subclause accordance with such notice and (a1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above (in this Section. Upon the date of acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. (b) The Administrative Agent may be removed at any time by written notice from the Required Lenders, which removal shall be effective upon the appointment being of a successor administrative agent in accordance with Section 9.06(a). If a successor Administrative Agent shall not have been so appointed within ten Business Days after delivery of the “Removal Effective Date”notice of removal, the Administrative Agent may appoint a successor Administrative Agent reasonably satisfactory to the Required Lenders. Upon the appointment of a successor Administrative Agent, the removed Administrative Agent shall promptly execute and deliver all instruments and documents, and take all actions that the successor Administrative Agent or the Required Lenders may reasonably request, in order to effect such removal and the assignment of rights, interests, duties and obligations of the Administrative Agent under the Loan Documents. To the extent a successor Administrative Agent is appointed pursuant to the provisions of this Section 9.06(b), the Borrowers shall pay the reasonable fees and expenses of such successor Administrative Agent incurred in connection with such Person becoming the Administrative Agent.

Resignation and Removal of Administrative Agent and Collateral Agent. (a) Each of the The Administrative Agent and or the Collateral Agent may at any time give at least 30 days’ prior written notice of its resignation to the Lenders, the Issuing Banks Bank and the Borrower in accordance with this Section 9.06or the Borrower or the Majority Lenders may at any time upon 10 days’ prior written notice to the Administrative Agent, the Collateral Agent and the Issuing Bank (and the Borrower, if such removal is being sought by the Majority Lenders) remove the Administrative Agent or the Collateral Agent. Upon receipt of any such notice of resignationresignation or removal, the Required Majority Lenders shall have the right to appoint a successor agent reasonably satisfactory to the Borrower (so long as no Event of Default or the Majority Lenders shall have the right to approve a successor agent that has occurred that is continuing, with the prior consent of been proposed by the Borrower), to appoint a successor, which shall be a bank with an office in the United StatesNew York, or an Affiliate of any such bank with an office in New York. In the United Statescase of any resignation, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) or shall be a Lender as of such date. If if no such successor shall have been so appointed by the Required Xxxxxxx Majority Lenders and consented to by the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent or Collateral Agent gives notice of its resignation, (or such earlier day as shall be agreed by the Required Lenders), then the retiring Administrative Agent or Collateral Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks (and so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower)Bank, appoint a successor Administrative Agent or Collateral Agent meeting the qualifications set forth above; above provided that in if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no event shall any qualifying Person has accepted such successor Agent be a Defaulting Lender. If no successor has been appointedappointment, then such resignation shall nonetheless become effective on the date that is thirty (30) days following receipt by the Lenders, the Issuing Banks and the Borrower of the retiring Agent’s notice of resignation (such date or the earlier date on which a successor Agent is appointed in accordance with this Section 9.06(a)such notice. Upon the effectiveness of any resignation or removal, (1) the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Secured Parties, the “Resignation Effective Date”). retiring Administrative Agent or Collateral Agent shall continue to hold such collateral security until such time as a successor Administrative Agent or Collateral Agent is appointed) and (b2) If except for any indemnity payments owed to the Person serving as retiring Administrative Agent or Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as applicable (i) is the Majority Lenders appoint a Defaulting Lender pursuant successor Administrative Agent reasonably satisfactory to clause (d) the Borrower as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or the Collateral Agent hereunder, such successor shall succeed to and become vested with all of the definition thereofrights, powers, privileges and duties of the retiring (iior retired) materially breaches Administrative Agent or Collateral Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Financing Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent or (iii) is grossly negligent or engages in willful misconduct Collateral Agent shall be the same as determined by a final and nonappealable judgment of a court of competent jurisdiction in connection with the performance of those payable to its duties hereunder or under the other Financing Documents, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to predecessor unless otherwise agreed between the Borrower and such Person remove successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such Person as retiring the Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or Collateral Agent was acting as the Administrative Agent or the Collateral Agent, as applicable (and so long as no Event of Default has occurred that is continuing, with the prior consent of the Borrower) appoint a successor meeting the qualifications set forth in subclause (a) above. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders), then the Borrower may by notice in writing to the Required Lenders and such Person, appoint a successor meeting the qualifications set forth in subclause (a) above (the date of acceptance of such appointment being the “Removal Effective Date”)applicable.