Common use of Resignation and Removal of Agent Clause in Contracts

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 Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (2), except for any indemnity payments owed to the retiring (or retired) or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above in this Section. 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 retired) or removed Agent (other than any rights to indemnity payments owed to the retiring (or retired) or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit 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, as applicable, hereunder and under the other Credit Documents, the provisions of this Article and Sections 12.6 and 13.8 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates 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 or continuing to hold Collateral in accordance with this Section.

Resignation and Removal of Agent. The 10.5.1 Agent may at any time give notice of its resignation to the other Lenders and the Borrower, which resignation shall be effective on the date set forth in such notice (the “Resignation Effective Date”), provided that the Resignation Effective Date shall not been earlier than sixty (60) days after Agent gives such notice of resignation . Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, in consultation with and upon the approval prior written consent of the Borrower (such approval which consent shall not to be unreasonably withheld or delayed) (so long as no and is not required if an Event of Default has occurred and is continuingcontinuing and which consent shall not be unreasonably withheld or delayed), to appoint appoint, as applicable, a successor, successor Agent (which shall be a Lender as of or such other Person appointed by the Closing Date or Required Lenders but in no event 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 transactionsDefaulting Lender). If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after prior to 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 whose qualifications and experience in acting as administrative and collateral agent for multiple lenders under a credit facility is similar to that of the qualifications set forth aboveretiring Agent, provided that and if the retiring Agent does not appoint such a successor Agent, then the two Lenders holding the highest principal amount of the Term Loan shall serve jointly as successor Agent until a successor Agent is appointed by the Required Lenders, with the consent of the Borrower, as provided above. Whether or not a successor has been appointed, such resignation by 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 Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (2), except for any indemnity payments owed to the retiring (or retired) or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above in this Section. 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 retired) or removed Agent (other than any rights to indemnity payments owed to the retiring (or retired) or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit 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, as applicable, hereunder and under the other Credit Documents, the provisions of this Article and Sections 12.6 and 13.8 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates 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 or continuing to hold Collateral in accordance with this Section.

Resignation and Removal of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank 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 LendersLenders and the Issuing Bank, 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 126 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 or the Issuing Bank under any of the Credit Documents, the retiring or removed Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (2), except for any indemnity payments owed to the retiring (or retired) or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above in this Section. 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 retired) or removed Agent (other than any rights to indemnity payments owed to the retiring (or retired) or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit 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, as applicable, hereunder and under the other Credit Documents, the provisions of this Article and Sections 12.6 13.6 and 13.8 14.8 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates 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 or continuing to hold Collateral in accordance with this Section. Any resignation or removal by Xxxxx Fargo as Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swing Loan Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, if in its sole discretion it elects to, and Swing Loan Lender, (ii) the retiring Issuing Bank and Swing Loan Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (iii) the successor Issuing Bank, if in its sole discretion it elects to, 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 retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Resignation and Removal of Agent. The Agent may resign at any time give by giving sixty (60) days’ prior written notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignationIn 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, 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), right 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 transactionssuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”)resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveAgent, provided that if the Agent which shall notify the Borrower be a financial institution having a rating of not less than A-2 or its equivalent by S&P. In either case, unless an Event of Default shall have occurred and the Lenders that no qualifying Person has accepted such appointmentbe continuing, 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 reasonably acceptable to Borrower (such notice and obligations hereunder and under the other Credit Documents (except that time to cure will be provided by Agent only in the case event of any Collateral held by the Agent on behalf a pending appointment of the Lenders under any of the Credit Documents, the retiring or removed Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (2), except for any indemnity payments owed to the retiring (or retired) or removed Agent, all payments, communications and determinations provided to be made by, to or through applies only for the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above in purposes of this SectionSection 20.24). Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (Agent or retired) or removed Agent (other than any rights to indemnity payments owed to the retiring (or retired) or removed Agent), and the retiring or removed replaced Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit 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 successorhereunder. After the any retiring or removed Agent’s resignation resignation, or removal, as applicable, hereunder and under the other Credit Documentsremoval of any Agent pursuant to this Section 20.24 or Section 20.14.5 hereof, the provisions of this Article Agreement and Sections 12.6 and 13.8 the other Loan Documents shall continue in effect for the its benefit of such retiring or removed Agent, its sub-agents and their respective Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as Agent or continuing to hold Collateral in accordance with this SectionAgent.

Resignation and Removal of Agent. The 10.5.1 Agent may at any time give notice of its resignation to the other Lenders and the Borrower, which resignation shall be effective on the date set forth in such notice (the “Resignation Effective Date”), provided that the Resignation Effective Date shall not been earlier than sixty (60) days after Agent gives such notice of resignation . Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, in consultation with and upon the approval prior written consent of the Borrower (such approval which consent shall not to be unreasonably withheld or delayed) (so long as no and is not required if an Event of Default has occurred and is continuingcontinuing and which consent shall not be unreasonably withheld or delayed), to appoint appoint, as applicable, a successor, successor Agent (which shall be a Lender as of or such other Person appointed by the Closing Date or Required Lenders but in no event 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 transactionsDefaulting Lender). If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after prior to 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 whose qualifications and experience in acting as administrative and collateral agent for multiple lenders under a credit facility is similar to that of the qualifications set forth aboveretiring Agent, provided that and if the retiring Agent does not appoint such a successor Agent, then the two Lenders holding the highest principal amount of the Term Loan shall serve jointly as successor Agent until a successor Agent is appointed by the Required Xxxxxxx, with the consent of the Borrower, as provided above. Whether or not a successor has been appointed, such resignation by 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 Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (2), except for any indemnity payments owed to the retiring (or retired) or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above in this Section. 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 retired) or removed Agent (other than any rights to indemnity payments owed to the retiring (or retired) or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit 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, as applicable, hereunder and under the other Credit Documents, the provisions of this Article and Sections 12.6 and 13.8 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates 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 or continuing to hold Collateral in accordance with this Section.