Common use of Resignation and Removal of Agents Clause in Contracts

Resignation and Removal of Agents. (a) The Majority Banks may, by notice to the Agent or, as the case may be, the US Swingline Agent, remove either or both of them and replace them with a successor agent approved by the Parent (such approval not to be unreasonably withheld). (b) Notwithstanding its irrevocable appointment, the Agent or, as the case may be, the US Swingline Agent may resign by giving notice to the Banks and the Parent, in which case the Agent or, as the case may be, the US Swingline Agent may forthwith appoint one of its Affiliates as successor Agent, or as the case may be successor US Swingline Agent or, failing that, the Majority Banks may, with the prior written consent of the Parent (such consent not to be unreasonably withheld), appoint a successor Agent or, as the case may be, successor US Swingline Agent. (c) If the appointment of a successor Agent or, as the case may be, successor US Swingline Agent is to be made by the Majority Banks under paragraph (b) above but they have not, within 30 days after notice of resignation, appointed a successor Agent or, as the case may be, successor US Swingline Agent which accepts the appointment, the retiring Agent or, as the case may be, retiring US Swingline Agent may, with the prior written consent of the Parent (such consent not to be unreasonably withheld), appoint a successor Agent or, as the case may be, successor US Swingline Agent. (d) The resignation or removal of the retiring Agent or, as the case may be, retiring US Swingline Agent and the appointment of any successor Agent or, as the case may be, successor US Swingline Agent will both become effective only upon the successor Agent or, as the case may be, successor US Swingline Agent notifying all the Parties that it accepts the appointment and provided the successor Agent or, as the case may be, successor US Swingline Agent has, if required under paragraphs (a), (b) or (c) above, been approved by the Parent. On giving the notification and receiving such approval, the successor Agent or, as the case may be, successor US Swingline Agent will succeed to the position of the retiring Agent or, as the case may be, retiring US Swingline Agent and the term "Agent" or, as the case may be, "US Swingline Agent" will mean the successor Agent or, as the case may be, successor US Swingline Agent. (e) The retiring Agent or, as the case may be, retiring US Swingline Agent shall, at its own cost, make available to the successor Agent or, as the case may be, successor US Swingline Agent such documents and records and provide such assistance as the successor Agent or, as the case may be, successor US Swingline Agent may reasonably request for the purposes of performing -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (f) Upon its resignation or removal becoming effective, this Clause 21 shall continue to benefit the retiring Agent or, as the case may be, retiring US Swingline Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent or, as the case may be, the US Swingline Agent, and, subject to paragraph (e) above, it shall have no further obligation under any Finance Document.

Resignation and Removal of Agents. (a) The Majority Banks mayAdministrative Agent (for purposes of this Section 12.09(a) through (e), the term “Administrative Agent” also shall include DBNY in its capacity as Security Agent hereunder and pursuant to the Security Documents) may resign from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving 15 Business Days’ prior written notice to the Lenders and, unless a Default or an Event of Default under Section 11.01(g) or (h) then exists, Holdings. Any such resignation by an Administrative Agent orhereunder shall also constitute its resignation as an Issuing Lender, the Swingline Lender and the Fronting Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans or Specified Foreign Currency Loans hereunder and (y) shall maintain all of its rights as Issuing Lender, Swingline Lender or Fronting Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans or Specified Foreign Currency Loans made by it, prior to the US Swingline Agent, remove either or both date of them and replace them with such resignation. Such resignation shall take effect upon the appointment of a successor agent approved by the Parent Administrative Agent pursuant to clauses (such approval not to be unreasonably withheld)b) and (c) below or as otherwise provided below. (b) Notwithstanding its irrevocable appointmentUpon any such notice of resignation by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent orhereunder and under the other Loan Documents who shall be a commercial bank or trust company reasonably acceptable to Holdings, which acceptance shall not be unreasonably withheld or delayed (provided that the Holdings’ approval shall not be required if a Default or an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 15 Business Day period, the Administrative Agent, with the consent of Holdings (which consent shall not be unreasonably withheld or delayed, provided that Holdings’ consent shall not be required if a Default or an Event of Default then exists), shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 20th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) The Required Lenders may at any time when the Administrative Agent has become the subject of a proceeding under Debtor Relief Law, or had a receiver, conservator, trustee or custodian appointed for it, upon no less than thirty (30) days’ prior notice, replace the Administrative Agent. The successor Administrative Agent shall not be the subject of a proceeding under the Debtor Relief Law, or had a receiver, conservator, trustee or custodian appointed for it and shall succeed to and become vested with all of the rights, powers, privileges and duties of the replaced Administrative Agent, and the replaced Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. 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. The provisions of this Section 12 and Section 13.01 shall continue in effect for the benefit of such replaced Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the replaced Administrative Agent was acting as Administrative Agent. Any such replacement of an Administrative Agent hereunder shall automatically, and with no further action required on the part of the Administrative Agent, constitute the resignation of the Administrative Agent in its capacity as an Issuing Lender, the Swingline Lender and the Fronting Lender, in which case the replaced Administrative Agent (x) shall not be required to issue any further Letters of Credit, make any additional Swingline Loans or fund any Specified Foreign Currency Loan hereunder and (y) shall maintain all of its rights as Issuing Lender, Swingline Lender or Fronting Lender, as the case may be, the US with respect to any Letters of Credit issued by it, Swingline Agent may resign Loans made by giving notice it, or Specified Foreign Currency Loans funded by it, prior to the Banks and the Parent, in which case the Agent or, as the case may be, the US Swingline Agent may forthwith appoint one date of its Affiliates as successor Agent, or as the case may be successor US Swingline Agent or, failing that, the Majority Banks may, with the prior written consent of the Parent (such consent not to be unreasonably withheld), appoint a successor Agent or, as the case may be, successor US Swingline Agentreplacement. (c) If the appointment of a successor Agent or, as the case may be, successor US Swingline Agent is to be made by the Majority Banks under paragraph (b) above but they have not, within 30 days after notice of resignation, appointed a successor Agent or, as the case may be, successor US Swingline Agent which accepts the appointment, the retiring Agent or, as the case may be, retiring US Swingline Agent may, with the prior written consent of the Parent (such consent not to be unreasonably withheld), appoint a successor Agent or, as the case may be, successor US Swingline Agent. (d) The resignation or removal of the retiring Agent or, as the case may be, retiring US Swingline Agent and the appointment of any successor Agent or, as the case may be, successor US Swingline Agent will both become effective only upon the successor Agent or, as the case may be, successor US Swingline Agent notifying all the Parties that it accepts the appointment and provided the successor Agent or, as the case may be, successor US Swingline Agent has, if required under paragraphs (a), (b) or (c) above, been approved by the Parent. On giving the notification and receiving such approval, the successor Agent or, as the case may be, successor US Swingline Agent will succeed to the position of the retiring Agent or, as the case may be, retiring US Swingline Agent and the term "Agent" or, as the case may be, "US Swingline Agent" will mean the successor Agent or, as the case may be, successor US Swingline Agent. (e) The retiring Agent or, as the case may be, retiring US Swingline Agent shall, at its own cost, make available to the successor Agent or, as the case may be, successor US Swingline Agent such documents and records and provide such assistance as the successor Agent or, as the case may be, successor US Swingline Agent may reasonably request for the purposes of performing -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (f) Upon a resignation, replacement or removal of the Administrative Agent pursuant to this Section 12.09, the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Section 12 (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent hereunder and under the other Loan Documents. (g) Any Co-Collateral Agent may resign at any time upon written notice to Holdings, the Administrative Agent and each Lender and the resignation of such Co-Collateral Agent shall become effective immediately upon the delivery of such written notice. (i) If the Commitments of General Electric Capital Corporation are less than 50% of the Commitments of the Administrative Agent or General Electric Capital Corporation is a Defaulting Lender, General Electric Capital Corporation may be removed as a Co-Collateral Agent by Holdings or the Required Lenders upon written notice to it as Co-Collateral Agent and with such removal to become effective immediately upon the delivery of such written notice, (ii) if the Commitments of JPMorgan Chase Bank, N.A. are less than 50% of the Commitments of the Administrative Agent or JPMorgan Chase Bank, N.A. is a Defaulting Lender, JPMorgan Chase Bank, N.A. may be removed as a Co-Collateral Agent by Holdings or the Required Lenders upon written notice to it as Co-Collateral Agent and with such removal to become effective immediately upon the delivery of such written notice. (i) Upon a resignation or removal becoming effectiveof any Co-Collateral Agent pursuant to Section 12.09(g) or (h), any Co-Collateral Agent shall remain indemnified to the extent provided in this Clause 21 Agreement and the other Loan Documents and the provisions of this Section 12 (and the analogous provisions of the other Loan Documents) shall continue to in effect for the benefit of such Co-Collateral Agent for all of its actions and inactions while serving as such Co-Collateral Agent hereunder and under the retiring Agent or, as the case may be, retiring US Swingline Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent or, as the case may be, the US Swingline Agent, and, subject to paragraph (e) above, it shall have no further obligation under any Finance Documentother Loan Documents.

Resignation and Removal of Agents. The Administrative Agent may resign upon thirty (a30) The Majority Banks may, by days’ notice to the Agent or, as Lenders and the case may beBorrower. Upon receipt of any such notice of resignation, the US Swingline Agent, remove either or both of them and replace them with a successor agent approved by Required Lenders shall have the Parent (such approval not to be unreasonably withheld). (b) Notwithstanding its irrevocable appointment, the Agent or, as the case may be, the US Swingline Agent may resign by giving notice to the Banks and the Parent, in which case the Agent or, as the case may be, the US Swingline Agent may forthwith appoint one of its Affiliates as successor Agent, or as the case may be successor US Swingline Agent or, failing that, the Majority Banks mayright, with the prior written Borrower’s consent of the Parent (such consent not to be unreasonably withheldwithheld or delayed) unless an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, 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. 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 Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent, which shall be an Approved Bank with an office in New York, New York, or an Affiliate of any such Approved Bank (the date upon which the retiring Administrative Agent oris replaced, the “Resignation Effective Date”); provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. If the Person serving as Administrative Agent is a Defaulting Lender, the Required Lenders and Holdings may, to the extent permitted by applicable law, by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of 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 (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 Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except (i) 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 or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (ii) with respect to any outstanding payment obligations) and (2) 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 directly, until such time, if any, as the case may be, successor US Swingline Agent. (c) If the appointment of a successor Agent or, as the case may be, successor US Swingline Agent is to be made by the Majority Banks under paragraph (b) above but they have not, within 30 days after notice of resignation, appointed a successor Agent or, as the case may be, successor US Swingline Agent which accepts the appointment, the retiring Agent or, as the case may be, retiring US Swingline Agent may, with the prior written consent of the Parent (such consent not to be unreasonably withheld), Required Lenders appoint a successor Administrative Agent oras provided for above. Upon the 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 removed) Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the case may be, retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as set forth in this Section. The fees payable by the Borrower to a successor US Swingline Administrative 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 Administrative Agent. (d) The ’s resignation or removal of hereunder and under the retiring Agent or, as the case may be, retiring US Swingline Agent and the appointment of any successor Agent or, as the case may be, successor US Swingline Agent will both become effective only upon the successor Agent or, as the case may be, successor US Swingline Agent notifying all the Parties that it accepts the appointment and provided the successor Agent or, as the case may be, successor US Swingline Agent has, if required under paragraphs (a), (b) or (c) above, been approved by the Parent. On giving the notification and receiving such approvalother Loan Documents, the successor Agent or, as the case may be, successor US Swingline Agent will succeed to the position provisions of the retiring Agent or, as the case may be, retiring US Swingline Agent this Article and the term "Agent" or, as the case may be, "US Swingline Agent" will mean the successor Agent or, as the case may be, successor US Swingline Agent. (e) The retiring Agent or, as the case may be, retiring US Swingline Agent shall, at its own cost, make available to the successor Agent or, as the case may be, successor US Swingline Agent such documents and records and provide such assistance as the successor Agent or, as the case may be, successor US Swingline Agent may reasonably request Section 8.04 shall continue in effect for the purposes benefit of performing -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (f) Upon such retiring or removed Administrative Agent, its resignation or removal becoming effective, this Clause 21 shall continue to benefit the retiring Agent or, as the case may be, retiring US Swingline Agent sub-agents and their respective Related Parties in respect of any action actions taken or not omitted to be taken by it under any of them while the retiring or in connection with the Finance Documents while it removed Administrative Agent was the Agent or, acting as the case may be, the US Swingline Administrative Agent, and, subject to paragraph (e) above, it shall have no further obligation under any Finance Document.