Common use of Resignation and Replacement of Agent Clause in Contracts

Resignation and Replacement of Agent. (a) If at any time the Agent deems it advisable, it may deliver to each of the Lenders and the Borrower written notification of its resignation insofar as it acts as agent for and on behalf of the Lenders pursuant to this Agreement, such resignation to be effective upon the date of the appointment by the Required Lenders of a successor acceptable to the Borrower, acting reasonably, such appointment to be promptly made. If no such appointment has been made within 30 days of the Agent’s written notification of resignation, the resigning Agent, the Borrower or any Lender may apply to a court having jurisdiction in the matter and on notice to the other Parties, for an order appointing a replacement agent. The appointment of the replacement agent shall be conditional upon the replacement agent becoming a Lender and agreeing to be bound by the Loan Documents. (b) Subject to the conditions set forth in this Section 13.8, the Required Lenders, with the consent of the Borrower, which consent shall not be unreasonably withheld, may, with cause, replace the Agent by appointment of another Lender as replacement agent, such replacement to be effective 30 days following delivery to the Borrower, the Agent and each of the Lenders of an instrument in writing to that effect signed by the Required Lenders, the replacement agent and the Borrower. Any successor or replacement agent, unless otherwise unanimously agreed by the Lenders and the Borrower, shall be a Schedule I Bank. (c) Upon the acceptance of any appointment as Agent by a successor or replacement agent, such successor or replacement agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or replaced agent as Agent, and the retiring or replaced agent shall be discharged from its duties and obligations under this Agreement as Agent. After any retiring or replaced agent’s resignation or removal hereunder as the Agent, the provisions of this Agreement shall continue in effect for its benefit and for the benefit of the Lenders in respect of any actions taken or omitted to be taken by the retiring or replaced agent while it was acting as the Agent.

Resignation and Replacement of Agent. (a) If at any time Agent determines in good faith that it is no longer reasonably capable of performing, or is prohibited under applicable Law from performing, its duties as Agent under the applicable Transaction Agreements, then Agent deems it advisable, it may deliver to each of the Lenders and the Borrower written notification give notice of its resignation insofar as it acts as agent for to the Buyers and on behalf of the Lenders pursuant to this AgreementSeller, such resignation to be effective upon the date of the appointment by the Required Lenders of a successor Agent. Upon receipt of any such notice of resignation, the Required Buyers shall have the right, in consultation with Seller, to appoint a successor, which shall be (i) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States and (ii) either a Buyer or any other Person reasonably acceptable to the Borrower, acting reasonably, such appointment to be promptly madeSeller. If no such successor shall have been so appointed by the Required Buyers and shall have accepted such appointment has been made within 30 days after the retiring Agent gives notice of its resignation, then the Agent may, on behalf of the Agent’s written notification Buyers, appoint a successor Agent meeting the qualifications set forth above; provided, that if the Agent notifies Seller and the Buyers that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Agreements (except that in the case of resignationany Collateral held by the Agent on behalf of the Buyers under any of the Transaction Agreements, the resigning Agentretiring Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (ii) all payments, the Borrower or any Lender may apply to a court having jurisdiction in the matter communications and on notice to the other Parties, for an order appointing a replacement agent. The appointment of the replacement agent shall be conditional upon the replacement agent becoming a Lender and agreeing determinations provided to be bound made by, to or through the Agent shall instead be made by or to each Buyer directly, until such time as the Loan Documents. (b) Subject to the conditions set forth Required Buyers appoint a successor Agent as provided for above in this Section 13.8, the Required Lenders, with the consent of the Borrower, which consent shall not be unreasonably withheld, may, with cause, replace the Agent by appointment of another Lender as replacement agent, such replacement to be effective 30 days following delivery to the Borrower, the Agent and each of the Lenders of an instrument in writing to that effect signed by the Required Lenders, the replacement agent and the Borrower6.6. Any successor or replacement agent, unless otherwise unanimously agreed by the Lenders and the Borrower, shall be a Schedule I Bank. (c) Upon the acceptance of any a successor’s appointment as Agent by a successor or replacement agenthereunder, such successor or replacement agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or replaced agent as retired) Agent, and the retiring or replaced agent Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Agreements (if not already discharged therefrom as provided above in this Agreement Section 6.6). The fees payable by Seller to a successor Agent shall be the same as Agentthose payable to its predecessor unless otherwise agreed between Seller and such successor. After any the retiring or replaced agentAgent’s resignation or removal hereunder as and under the Agentother Transaction Agreements, the provisions of this Agreement Article VI and Section 5.3(c) shall continue in effect for its benefit and for the benefit of the Lenders such retiring 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 replaced agent while it Agent was acting as Agent. In connection with any resignation of the Agent, Seller, the retiring Agent and the successor Agent may, and are hereby authorized by the Buyers to, effect such amendments to this Framework Agreement and the other Transaction Agreements as may be necessary or appropriate to give effect to the resignation of the retiring Agent and the succession of the successor Agent.

Resignation and Replacement of Agent. (a) If at any time the Agent deems it advisable, it may deliver to each of the Lenders and the Borrower written notification of its resignation insofar as it acts as agent for and on behalf of the Lenders pursuant to this Agreement, such resignation to be effective upon the date of the appointment by the Required Majority Lenders of a successor acceptable to the Borrower, acting reasonably, such appointment to be promptly made. If no such appointment has been made within 30 days of the Agent’s 's written notification of resignation, the resigning Agent, the Borrower Borrower, or any Lender Lender, may apply to a court having jurisdiction in the matter and on notice to the other Parties, for an order appointing a replacement agent. The appointment of the replacement agent shall be conditional upon the replacement agent becoming a Lender and agreeing to be bound by the Loan Documents. (b) Subject to the conditions set forth in this Section 13.8, the Required Majority Lenders, with the consent of the Borrower, which consent shall not be unreasonably withheld, may, with cause, replace the Agent by appointment of another Lender as replacement agent, such replacement to be effective 30 days following delivery to the Borrower, the Agent and each of the Lenders of an instrument in writing to that effect signed by the Required Majority Lenders, the replacement agent and the Borrower. Any successor or replacement agent, unless otherwise unanimously agreed by the Lenders and the Borrower, shall be a Schedule I Bank. (c) Upon the acceptance of any appointment as Agent by a successor or replacement agent, such successor or replacement agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or replaced agent as Agent, and the retiring or replaced agent shall be discharged from its duties and obligations under this Agreement as Agent. After any retiring or replaced agent’s 's resignation or removal hereunder as the Agent, the provisions of this Agreement shall continue in effect for its benefit and for the benefit of the Lenders in respect of any actions taken or omitted to be taken by the retiring or replaced agent while it was acting as the Agent.

Resignation and Replacement of Agent. (a) If at any time the Agent deems it advisable, it may deliver to each of the Lenders and the Borrower written notification of its resignation insofar as it acts as agent for and on behalf of the Lenders pursuant to this Agreement, such resignation to be effective upon the date of the appointment by the Required Lenders of a successor acceptable to the Borrower, acting reasonably, such appointment to be promptly made. If no such appointment has been made within 30 thirty (30) days of the Agent’s written notification of resignation, the resigning Agent, the Borrower or any Lender may apply to a court having jurisdiction in the matter and on notice to the other Parties, for an order appointing a replacement agent. The appointment of the replacement agent shall be conditional upon the replacement agent becoming a Lender and agreeing to be bound by the Loan Documents. (b) Subject to the conditions set forth in this Section 13.814.8, the Required Lenders, with the consent of the Borrower, which consent shall not be unreasonably withheld, may, with cause, replace the Agent by appointment of another Lender as replacement agent, such replacement to be effective 30 thirty (30) days following delivery to the Borrower, the Agent and each of the Lenders of an instrument in writing to that effect signed by the Required Lenders, the replacement agent and the Borrower. Any successor or replacement agent, unless otherwise unanimously agreed by the Lenders and the Borrower, shall be a Schedule I Bank. (c) Upon the acceptance of any appointment as Agent by a successor or replacement agent, such successor or replacement agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or replaced agent as Agent, and the retiring or replaced agent shall be discharged from its duties and obligations under this Agreement as Agent. After any retiring or replaced agent’s resignation or removal hereunder as the Agent, the provisions of this Agreement shall continue in effect for its benefit and for the benefit of the Lenders in respect of any actions taken or omitted to be taken by the retiring or replaced agent while it was acting as the Agent.

Resignation and Replacement of Agent. (a) If at any time the Agent deems it advisable, it may deliver to each of the Lenders and the Borrower written notification of its resignation insofar as it acts as agent for and on behalf of the Lenders pursuant to this Agreement, such resignation to be effective upon the date of the appointment by the Required Majority Lenders of a successor acceptable to the Borrower, acting reasonably, such appointment to be promptly made. If no such appointment has been made within 30 thirty (30) days of the Agent’s 's written notification of resignation, the resigning Agent, the Borrower Borrower, or any Lender Lender, may apply to a court having jurisdiction in the matter and on notice to the other Parties, for an order appointing a replacement agent. The appointment of the replacement agent shall be conditional upon the replacement agent becoming a Lender and agreeing to be bound by the Loan Documents. (b) Subject to the conditions set forth in this Section 13.8, the Required Majority Lenders, with the consent of the Borrower, which consent shall not be unreasonably withheld, may, with cause, replace the Agent by appointment of another Lender as replacement agent, such replacement to be effective 30 thirty (30) days following delivery to the Borrower, the Agent and each of the Lenders of an instrument in writing to that effect signed by the Required Majority Lenders, the replacement agent and the Borrower. Any successor or replacement agent, unless otherwise unanimously agreed by the Lenders and the Borrower, shall be a Schedule I Bank. (c) Upon the acceptance of any appointment as Agent by a successor or replacement agent, such successor or replacement agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or replaced agent as Agent, and the retiring or replaced agent shall be discharged from its duties and obligations under this Agreement as Agent. After any retiring or replaced agent’s 's resignation or removal hereunder as the Agent, the provisions of this Agreement shall continue in effect for its benefit and for the benefit of the Lenders in respect of any actions taken or omitted to be taken by the retiring or replaced agent while it was acting as the Agent.