Resignation and Removal of Agent. (a) The Agent may resign on 90 days’ prior written notice (or such shorter period as may be agreed to by the Majority Holders and the Agent) to the Securityholders’ and may be removed for or without cause at any time by the Majority Holders. In the event of any resignation or removal, the Majority Holders shall have the right to appoint a successor Agent, but, if the Majority Holders have not appointed a successor Agent within 60 days after the retiring Agent’s giving of notice of resignation or its removal, the retiring Agent shall, at the expense of the Securityholders (on a Pro Rata Basis), on behalf of the Securityholders either appoint a successor Agent or apply to the appropriate court to make such appointment. Upon the acceptance of any appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Agent, and the retiring Agent shall be discharged from any further duties and obligations as Agent, as appropriate, under this Agreement. The obligations of the Majority Holders pursuant to this Agreement shall survive any such removal or resignation in favor of the retiring Agent in respect of any matter arising during its tenure as Agent.
(b) Upon the request of any successor Agent, and at the expense of the Optionor, the Securityholders, the Optionor, the Optionee and the predecessor Agent shall promptly execute and deliver such instruments, conveyances, and assurances reflecting terms consistent with the terms of this Agreement for the purpose of more fully and certainly vesting and confirming in such successor Agent all rights, powers, duties, and obligations of the predecessor Agent hereunder, and the predecessor Agent shall also promptly assign and deliver to the successor Agent monies for the benefit of the Securityholders that may then be in its possession.
Resignation and Removal of Agent. (a) The Agent may, by notice to the Borrower and the Lenders, resign at any time and the Majority Lenders may, by giving 30 days prior notice to the Borrower and the Agent, remove the Agent from office. The resignation or removal of the Agent takes effect on appointment of a successor Agent in accordance with this clause 18.13.
(b) Without limiting clause 18.3(a) a Finance Party may by notice to the Agent remove the Agent from office if, on or after the date which is 3 months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents:
(1) the Agent fails to respond to a request under clause 6.9 and a Finance Party reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(2) the information supplied by the Agent under clause 6.9 indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(3) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Finance Party reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party.
(c) The resignation or removal of the Agent takes effect on appointment of a successor Agent in accordance with this clause 18.13.
(d) When a notice of resignation or removal is given, the Majority Lenders may appoint a successor Agent. If no successor Agent is appointed within 10 Business Days, the Agent may appoint a successor Agent.
(e) When a successor Agent is appointed, and executes an undertaking to be bound as successor Agent under the Finance Documents, the successor Agent succeeds to and becomes vested with all the Powers and duties of the retiring Agent, and the retiring Agent is discharged from its duties and obligations under the Finance Documents.
(f) After any retiring Agent’s resignation or removal, this agreement continues in effect in respect of any actions which the Agent took or omitted to take while acting as the Agent.
Resignation and Removal of Agent. (a) The Agent may, by notice to the Borrower and the Financiers, resign at any time and the Majority Financiers may, by notice to the Borrower and the Agent, remove the Agent from office. The resignation or removal of the Agent takes effect on appointment of a successor Agent in accordance with this clause 18.13.
(b) When a notice of resignation or removal is given, the Financiers may appoint a successor Agent. If no successor Agent is appointed within 20 Business Days, the Agent (acting on the instructions of the Majority Financiers) may appoint a successor Agent.
(c) When a successor Agent is appointed, and executes an undertaking to be bound as successor Agent under the Transaction Documents, the successor Agent succeeds to and becomes vested with all the Powers and duties of the retiring Agent, and the retiring Agent is discharged from its duties and obligations under the Transaction Documents.
(d) After any retiring Agent’s resignation or removal, this agreement continues in effect in respect of any actions which the Agent took or omitted to take while acting as the Agent.
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. While an Event of Default exists or in the event that Agent (i) is no longer able or willing to agent mortgage loans in the United States (provided Agent also resigns as agent under all or substantially all of its other similar loan transactions under which it is permitted to resign as agent) or (ii) withdraws entirely or substantially from the U.S. real estate finance market, Agent may resign at any time from the performance of all its functions and duties hereunder by giving notice thereof to the Banks 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 Banks may remove Agent from its role as Agent for the Banks, without affecting Agent’s rights or obligations as a Bank, such removal to be effective on the date specified by the Required Banks. Any resignation by Agent hereunder shall not affect its obligations and rights hereunder as a Bank.
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. Agent may resign as Agent upon thirty (30) days’ notice to Xxxxxxx and Borrower Representative, and such resignation shall be effective on the earlier of (a) the appointment of a successor Agent by Required Xxxxxxx, subject, in the absence of an Event of Default, to the prior written consent of any Loan Party (which consent shall not be unreasonably withheld, conditioned or delayed) or (b) the date on which such 30‑day period expires. If Agent provides Xxxxxxx and Borrower Representative with notice of its intention to resign as Agent, Required Xxxxxxx agree to appoint a successor to Agent as promptly as possible thereafter, whereupon such successor shall succeed to the rights, powers and duties of Agent, and the term “Agent” means such successor effective upon its appointment. Upon the effective date of an Agent’s resignation, such Agent’s rights, powers and duties as Agent hereunder immediately shall terminate, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement (except that in the case of any collateral security held by Agent on behalf of Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed). After an Agent’s resignation hereunder, the provisions of this Section 13 shall continue to inure to such Agent’s benefit as to any actions taken or not taken by such Agent while acting as Agent.
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.
(b) Upon any such notice of resignation or removal, the Majority Holders shall appoint a successor Agent hereunder; provided that such Agent shall be subject to prior written approval of the Company (which shall not unreasonably be withheld). If no successor Agent has been appointed within 30 days of the Agent's resignation, the resigning Agent may appoint a successor Agent. Upon the appointment of a successor Agent, the resigning or removed Agent shall transfer and assign all Pledged Collateral in its possession to the successor Agent. Any such successor Agent shall agree to be bound by the provisions of this Agreement.
Resignation and Removal of Agent. 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.
