Common use of Resignation and Replacement Clause in Contracts

Resignation and Replacement. (a) The Facility Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and all the Lenders; provided, however, that no such resignation shall be effective unless a successor to it as the Facility Agent is appointed in accordance with this Clause. Following delivery of any such notice of resignation, the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender as the successor Facility Agent which shall thereupon become the Facility Agent hereunder. If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Facility Agent's giving notice of resignation, then the retiring Facility Agent may, on behalf of the Finance Parties, appoint (with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)) a successor Facility Agent, which shall be one of the Lenders or another reputable and experienced banking or financial institution. (b) If the Facility Agent shall default in, or commit any act of negligence or wilful misconduct in connection with, the performance of any of its material duties under any Finance Document then the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender (which shall be one of the Lenders or another reputable and experienced banking or financial institution) as a replacement Facility Agent which shall thereupon become the Facility Agent hereunder.

Resignation and Replacement. (a) The Facility In addition to the ability to resign referred to in Clause 14.20, any Facilities Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and all the Lenders; provided, however, that that, no such resignation under this Clause shall be effective unless a successor to it as the Facility relevant Facilities Agent is appointed in accordance with this Clause. Following delivery of any such notice of resignation, the Required Senior Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility relevant Facilities Agent and the Borrower, appoint another Senior Lender as the successor Facility relevant Facilities Agent which shall thereupon become the Facility relevant Facilities Agent hereunder. If no successor Facility relevant Facilities Agent shall have been so appointed by the Required Senior Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Facility relevant Facilities Agent's giving notice of resignation, then the retiring Facility relevant Facilities Agent may, on behalf of the Finance Parties, appoint (with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)) a successor Facility relevant Facilities Agent, which shall be one of the Senior Lenders or another reputable and experienced banking or financial institution. (b) If the Facility any Facilities Agent shall default in, or commit any act of negligence or wilful misconduct in connection with, the performance of any of its material duties under any Finance Document then the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility such Facilities Agent and the Borrower, appoint another Senior Lender (which shall be one of the Senior Lenders or another reputable and experienced banking or financial institution) as a replacement Facility Facilities Agent which shall thereupon become the Facility relevant Facilities Agent hereunder. (c) No consent of the Borrower to any change of any Facilities Agent pursuant to clause (a) or (b) shall be required at any time when any Default shall have occurred and be continuing.

Resignation and Replacement. (a) The Facility Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and all the Lenders; provided, however, that no such resignation shall be effective unless a successor to it as the Facility Agent is appointed in accordance with this Clause. Following delivery of any such notice of resignation, the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender as the successor Facility Agent which shall thereupon become the Facility Agent hereunder. If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Facility Agent's giving notice of resignation, then the retiring Facility Agent may, on behalf of the Finance Parties, appoint (with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)) a successor Facility Agent, which shall be one of the Lenders or another reputable and experienced banking or financial institution. (b) If the Facility Agent shall default in, or commit any act of negligence or wilful misconduct in connection with, the performance of any of its material duties under any Finance Document then the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender (which shall be one of the Lenders or another reputable and experienced banking or financial institution) as a replacement Facility Agent which shall thereupon become the Facility Agent hereunder. (c) No consent of the Borrower to any change of the Agent pursuant to clause (a) or (b) shall be required at any time when any Default shall have occurred and be continuing.

Resignation and Replacement. (a) The Facility Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and all the Lenders; providedPROVIDED, howeverHOWEVER, that no such resignation shall be effective unless a successor to it as the Facility Agent is appointed in accordance with this Clause. Following delivery of any such notice of resignation, the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender as the successor Facility Agent which shall thereupon become the Facility Agent hereunder. If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Facility Agent's giving notice of resignation, then the retiring Facility Agent may, on behalf of the Finance Lender Parties, appoint (with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)) a successor Facility Agent, which shall be one of the Lenders or another reputable and experienced banking or financial institution. (b) If the Facility Agent shall default in, or commit any act of negligence or wilful misconduct in connection with, the performance of any of its material duties under any Finance Loan Document then the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender (which shall be one of the Lenders or another reputable and experienced banking or financial institution) as a replacement Facility Agent which shall thereupon become the Facility Agent hereunder.

Resignation and Replacement. (a) The Facility Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and all the Lenders; provided, however, that no such resignation shall be effective unless a successor to it as the Facility Agent is appointed in accordance with this Clause. Following delivery of any such notice of resignation, the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided, however, that nothing herein shall oblige the Borrower to give any such consent in the event that the Borrower's rights hereunder would be materially and adversely affected by the replacement of the Agent as hereinafter set forth), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender as the successor Facility Agent which shall thereupon become the Facility Agent hereunder. If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Facility Agent's giving notice of resignation, then the retiring Facility Agent may, on behalf of the Finance Lender Parties, appoint (with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)) a successor Facility Agent, which shall be one of the Lenders or another reputable and experienced banking or financial institution. (b) If the Facility Agent shall default in, or commit any act of negligence or wilful misconduct in connection with, the performance of any of its material duties under this Agreement or any Finance other Loan Document then the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayeddelayed as set forth in clause (a)), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender (which shall be one of the Lenders or another reputable and experienced banking or financial institution) as a replacement Facility Agent which shall thereupon become the Facility Agent hereunder.

Resignation and Replacement. (a) The Facility Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as such at any time upon at least thirty (30) days prior notice by notifying the Issuing Banks, the Lenders and the Guarantor. Upon any such resignation, the Required Lenders shall have the right to appoint a successor acceptable to the Borrower and all the LendersGuarantor, such consent not to be unreasonably withheld; provided, however, that no such resignation shall be effective unless a successor to it as the Facility Agent is appointed in accordance with this Clause. Following delivery of any such notice of resignation, the Required Lenders may, with the prior written consent of the Borrower (Guarantor shall not be required to any such consent not to be unreasonably withheld or delayed), at appointment during the continuance of any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender as the successor Facility Agent which shall thereupon become the Facility Agent hereunderEvent of Default. If no successor Facility Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within thirty (30) 30 days after the retiring Facility Agent's giving Administrative Agent gives notice of its resignation, then the retiring Facility Administrative Agent may, on behalf of the Finance PartiesLenders, appoint (with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)) a successor Facility Agent, Administrative Agent which shall be one a bank with an office in the United States, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the Lenders or another reputable and experienced banking or financial institution. (b) If the Facility Agent shall default in, or commit any act of negligence or wilful misconduct in connection with, the performance of any of its material duties under any Finance Document then the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility retiring Administrative Agent and the Borrower, appoint another Lender (which retiring Administrative Agent shall be one discharged from its duties and obligations hereunder. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Any resignation by Administrative Agent pursuant to this Section 8.03 shall constitute the Lenders or another reputable and experienced banking or financial institution) concurrent resignation of such entity as an Issuing Bank, provided that any successor Administrative Agent appointed pursuant to this Section 8.03 shall, upon acceptance of such appointment, become, if the Administrative Agent was the sole Issuing Bank hereunder, a replacement Facility Agent which shall thereupon become the Facility Agent hereundersuccessor Issuing Bank.

Resignation and Replacement. (a) The Facility Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and all the Lenders; providedPROVIDED, howeverHOWEVER, that no such resignation shall be effective unless a successor to it as the Facility Agent is appointed in accordance with this Clause. Following delivery of any such notice of resignation, the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender as the successor Facility Agent which shall thereupon become the Facility Agent hereunder. If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Facility Agent's giving notice of resignation, then the retiring Facility Agent may, on behalf of the Finance Lender Parties, appoint (with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)) a successor Facility Agent, which shall be one of the Lenders or another reputable and experienced banking or financial institution. (b) If the Facility Agent shall default in, or commit any act of negligence or wilful misconduct in connection with, the performance of any of its material duties under any Finance Loan Document then the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender (which shall be one of the Lenders or another reputable and experienced banking or financial institution) as a replacement Facility Agent which shall thereupon become the Facility Agent hereunder.

Resignation and Replacement. (a) The Facility Agent Any Voting Trustee ----------------------------- may resign as such at any time upon at least thirty (30) days prior notice by delivering to the Borrower remaining Voting Trustees and all to the Lenders; providedCompany his written resignation, howeverto take effect at the time of delivery. If any Voting Trustee shall die or resign before any Jordan Descendants shall have become Holders, that no such resignation the then remaining Voting Trustees shall elect a successor Voting Trustee from among Taylor Descendants. When any Jordan Descendant shalx xxxe become a Holder, three of the Voting Trustees shall resign. Two of the positions shall be effective unless filled by the Holders who are Jordan Descendants, voting as a successor class (in proportion to it their interests in the Globe Voting Trust) for Jordan Descendants; and the remaining position (the "Fifth Trustee") shall be filled by the executive of Globe Newspaper Company, if any, who is a director of the Company or, if none, by vote of the other four Voting Trustees. Thereafter, any vacancy caused by death or resignation of a Voting Trustee who is a Taylor Descendant (but not the Fifth Trustee) shall bx xxxxed by the Holders who are Taylor Descendants, voting as a class for a Taylor Xxxxxxdant, any vacancy caused by the death or resignation of a Voting Trustee who is a Jordan Descendant (but not the Fifth Trustee) shall be filled by the Holders who are Jordan Descendants, voting as a class for a Jordan Descendant, and any vacancy caused by the death or resignation of the Fifth Trustee shall be filled in the same manner as the Facility Agent is appointed vacancy filled by election of the original Fifth Trustee. Each and every power granted to a Voting Trustee under this Voting Trust Agreement shall vest in accordance with this Clauseeach and every successor Voting Trustee immediately upon his or her appointment and acceptance of said office. Following Each successor Voting Trustee shall be deemed to have accepted said office upon delivery of any such notice of resignation, the Required Lenders may, with the prior written consent of the Borrower (such consent not a writing to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice that effect to the Facility Agent remaining Voting Trustees and the Borrower, appoint another Lender as the successor Facility Agent which shall thereupon become the Facility Agent hereunder. If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Facility Agent's giving notice of resignation, then the retiring Facility Agent may, on behalf of the Finance Parties, appoint (with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)) a successor Facility Agent, which shall be one of the Lenders or another reputable and experienced banking or financial institution. (b) If the Facility Agent shall default in, or commit any act of negligence or wilful misconduct in connection with, the performance of any of its material duties under any Finance Document then the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender (which shall be one of the Lenders or another reputable and experienced banking or financial institution) as a replacement Facility Agent which shall thereupon become the Facility Agent hereunderCompany.

Resignation and Replacement. (a) The Facility Subject to the appointment and acceptance of a successor Administrative Agent or Technical Agent as provided in this Section, each of the Administrative Agent and the Technical Agent may resign as such at any time by notifying each other Secured Party and the Borrower. The Administrative Agent and the Technical Agent may be removed as agent hereunder, under the other Financing Documents to which it is a party and under the PRI Policies upon at least thirty (30) days prior days’ notice to by an instrument in writing signed by the Borrower Majority Lenders and all the Lenders; provided, however, that no Majority Hedge Banks. Upon any such resignation or removal, the Majority Lenders and the Majority Hedge Banks shall have the right to appoint a successor. No removal or resignation of the Administrative Agent or the Technical Agent or appointment of a successor Administrative Agent or Technical Agent shall be effective unless until (a) the appointment of a successor to it as is accepted by such successor and (b) all indemnity and compensation required under the Facility Agent is appointed Financing Documents, and, in accordance with this Clause. Following delivery the case of any such notice of resignationthe Administrative Agent, the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld PRI Policies have been paid or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender as the successor Facility Agent which shall thereupon become the Facility Agent hereunderprovided for. If no successor Facility Agent shall have been so appointed by the Required Lenders, Majority Lenders and the Majority Hedge Banks or shall have accepted such appointment, appointment within thirty (30) days after the retiring Facility Administrative Agent or Technical Agent's giving , as the case may be, gives notice of its resignation, then the such retiring Facility Administrative Agent or Technical Agent may, on behalf of the Finance Secured Parties, appoint (with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)) a successor Facility Administrative Agent or Technical Agent, as the case may be, which shall be one a bank with an office in New York, New York or London, England having capital and surplus in excess of $500,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent or Technical Agent hereunder, as applicable, by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of such retiring Administrative Agent or Technical Agent and such retiring Administrative Agent or Technical Agent shall be discharged from its duties and obligations hereunder, under each other Financing Document to which it is a party and, in the case of the Lenders Administrative Agent, under the PRI Policies. The fees payable by the Borrower to a successor Administrative Agent or another reputable and experienced banking or financial institution. (b) If the Facility Technical Agent shall default in, be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the resignation of either the Administrative Agent or commit any act of negligence or wilful misconduct in connection withthe Technical Agent hereunder, the performance provisions of this Article XII and Section 15.14 shall continue in effect for its benefit in respect of any of its material duties under any Finance Document then the Required Lenders may, with the prior written consent of the Borrower (such consent not actions taken or omitted to be unreasonably withheld taken by it while it was acting as Administrative Agent or delayed)Technical Agent, at any time upon fifteen (15) days notice to as the Facility Agent and the Borrower, appoint another Lender (which shall be one of the Lenders or another reputable and experienced banking or financial institution) as a replacement Facility Agent which shall thereupon become the Facility Agent hereundercase may be.

Resignation and Replacement. (a) The Facility Agent Each Representative may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and all the Lenders; provided, however, that no such resignation shall be effective unless a successor to it as the Facility Agent relevant Representative is appointed in accordance with this Clause. Following delivery of any such notice of resignation, the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent relevant Representative and the Borrower, appoint another Lender as the successor Facility Agent relevant Representative which shall thereupon become the Facility Agent relevant Representative hereunder. If no successor Facility Agent Representative shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Facility Agent's Representative’s giving notice of resignation, then the retiring Facility Agent Representative may, on behalf of the Finance Parties, appoint (with the prior written consent of the each Borrower (such consent not to be unreasonably withheld or delayed)) a successor Facility Agentrelevant Representative, which shall be one of the Lenders or another reputable and experienced banking or financial institution. (b) If the Facility Agent any Representative shall default in, or commit any act of negligence or wilful misconduct in connection with, the performance of any of its material duties under any Finance Document then the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent such Representative and the Borrower, appoint another Lender (which shall be one of the Lenders or another reputable and experienced banking or financial institution) as a replacement Facility Agent relevant Representative which shall thereupon become the Facility Agent relevant Representative hereunder. (c) No consent of the Borrower to any change of any Representative pursuant to clause (a) or (b) shall be required at any time when any Default shall have occurred and be continuing.