Resignation and Removal of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with and upon the approval of the Borrower (such approval not to be unreasonably withheld or delayed) (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall be a Lender as of the Closing Date or a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York, or any other financial institution with an office in New York, New York that is engaged in the making of commercial loans and the provision of agency services in syndicated commercial loan transactions. If no such successor shall have been so appointed by the Required Lenders 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) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Agent is a Defaulting Lender pursuant to clause (e) of the definition thereof, 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 Agent and, in consultation with the Borrower, appoint a successor. 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) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed A...
Resignation and Removal of Agent. The Agent may resign as Agent upon ten days' notice to the Lenders for any reason, and the Agent may be removed at the unanimous election of all of the Lenders (other than the Lender that is also the Agent) in the event of the Agent's gross negligence or willful misconduct in the performance of its duties hereunder and under the other Loan Documents. If the Agent shall resign or be removed as Agent under this Agreement, then the Lenders shall appoint from among the Lenders (other than the Lender who shall have resigned or shall have been removed) a successor agent for the Lenders, which successor agent shall be approved by the Borrower (which approval shall not be unreasonably withheld), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall mean such successor agent 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 retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.
Resignation and Removal of Agent. (a) The Agent may resign from the performance of its functions and duties hereunder at any time by giving 30 days' prior written notice to the Purchasers. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clause (b) below. The Agent may be removed at any time by the affirmative vote of the Majority Holders.
Resignation and Removal of Agent. 19.9.1 The Agent may resign or transfer to a related company within the same group its appointment under this Agreement at any time without assigning any reason therefor by giving not less than 30 days' prior written notice to that effect to each of the other Parties, and the Majority Banks may remove the Agent from its appointment under this Agreement without assigning any reason therefor by giving not less than 30 days' prior notice to that effect to the Agent and each of the other Parties, provided that no such resignation, transfer or removal shall be effective until:
Resignation and Removal of Agent. (i) Agent (A) may resign at any time upon notice to Owner, XXXX and FMC, and (B) may be removed at any time upon the written request of the Owner (with the written consent of FMC and, absent a default under Section 8 then continuing, of XXXX, neither of which consents shall be unreasonably withheld) sent to Agent and XXXX.
Resignation and Removal of Agent. If (i) an Event of Default exists, (ii) Agent is no longer able or willing to agent mortgage loans in the United States or withdraws from the U.S. real estate finance market, or (iii) required by Legal Requirements, Agent may resign at any time from the performance of all its functions and duties hereunder by giving notice thereof to the Lenders and Borrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, the later of (x) thirty (30) days after the retiring Agent gives notice of its intention to resign or (y) on the date set forth in such notice. Additionally, if Agent is grossly negligent or commits willful misconduct or if Agent sells or assigns the entirety of Agent’s interest in the Loan, the Required Lenders may remove Agent from its role as Agent for the Lenders, without affecting Agent’s rights or obligations as a Lender, such removal to be effective on the date specified by the Required Lenders. Any resignation by Agent hereunder shall not affect its obligations and rights hereunder as a Lender.
Resignation and Removal of Agent. (a) The Agent may resign as Agent upon 30 days’ prior notice to the DIP Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required DIP Lenders shall appoint a successor agent (which may be an Affiliate of a DIP Lender), which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall not unreasonably withhold, delay, or condition its acceptance of the same; provided further that any such successor shall be deemed reasonably acceptable to the Borrower if a written objection in not received in writing within one Business Day of appointment thereof by the Required DIP Lenders; provided further that during the existence of Default or Event of Default, no such notice or consent shall be necessary whatsoever.
Resignation and Removal of Agent. Agent may resign at any time by giving sixty (60) days' prior written notice thereof to the Lenders and Borrower. In addition, the Required Lenders may remove the Agent from its capacity as agent in the event of the Agent's willful misconduct or gross negligence or in the event that the Agent is in receivership, conservatorship or other similar proceeding in which the day-to-day activities of the Agent are controlled or subject to approval by any applicable Governmental Authority having jurisdiction over the Agent. Upon any such resignation or upon removal of Agent as set forth in the preceding sentence or in Section 20.14.5 hereof, the Majority Lenders shall have the right to
Resignation and Removal of Agent. 101 20.25 BANKRUPTCY........................................................... 102 20.26 CONFIDENTIALITY...................................................... 102
Resignation and Removal of Agent. (a) Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to the Parties or may be removed, with or without cause, by the Parties at any time by giving thirty (30) days’ prior written notice to Agent executed by an Authorized Representative of each Party. Such resignation or removal shall take effect upon the appointment of a successor agent by the Parties. If prior to the effective resignation date, the Parties have failed to appoint a successor paying agent or an Authorized Representative to instruct Agent to deliver the funds in the Payment Account to another person as provided above, at any time on or after the effective resignation date, Agent either (i) may interplead the funds on deposit in the Payment Account with a court located in the State of New York and the reasonable costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Payment Account; or (ii) appoint a successor agent of its own choice. Any appointment of a successor agent shall be binding upon the Parties, and no appointed successor agent shall be deemed to be an agent of Agent. Upon the acceptance in writing of any appointment as successor agent, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and this Agreement shall terminate subject to the provisions of Section 15 below.
