Common use of Resignation and Replacement Clause in Contracts

Resignation and Replacement. 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 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 thirty (30) days’ notice by an instrument in writing signed by the Majority Lenders and the 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 until (a) the appointment of a successor is accepted by such successor and (b) all indemnity and compensation required under the Financing Documents, and, in the case of the Administrative Agent, the PRI Policies have been paid or provided for. If no successor shall have been so appointed by the Majority Lenders and the Majority Hedge Banks or shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Technical Agent, as the case may be, gives notice of its resignation, then such retiring Administrative Agent or Technical Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent or Technical Agent, as the case may be, which shall be 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 Administrative Agent, under the PRI Policies. The fees payable by the Borrower to a successor Administrative Agent or Technical Agent shall 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 the Technical Agent hereunder, the provisions of this Article XII and Section 15.14 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 or Technical Agent, as the case may be.

Resignation and Replacement. 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 at any time as Agent under the Loan Documents by notifying each other Secured Party and giving written notice thereof to Bankx xxx Borrxxxx, xxich resignation shall be effective upon a successor Agent's acceptance of its appointment. Borrower or the Borrower. The Administrative Majority Banks may replace Agent at any time following sixty (60) days' prior written notice to Agent and Bankx; xxovided, however, that Borrower shall have such right only in 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 thirty (30) days’ notice by absence of an instrument in writing signed by the Majority Lenders and the Majority Hedge BanksEvent of Default. Upon any such resignation or removalreplacement, the Majority Lenders and the Majority Hedge Banks shall have the right to appoint a successor. No removal or resignation of the Administrative successor Agent or the Technical Agent or appointment of a hereunder, which successor Administrative Agent or Technical Agent shall also be effective until (a) the appointment of a successor is accepted by reasonably acceptable to Borrxxxx. Xx no such successor and (b) all indemnity and compensation required under the Financing Documents, and, in the case of the Administrative Agent, the PRI Policies have been paid or provided for. If no successor Agent shall have been so appointed by the Majority Lenders Banks and the Majority Hedge Banks or shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Technical Agent, as the case may be, gives 's giving of notice of its resignation, then such the retiring Administrative Agent or Technical Agent may, on behalf of the Secured PartiesBankx, appoint xxpoint a successor Administrative Agent or Technical Agent, as the case may be, which shall be a commercial bank with an office in New York, New York organized under the laws of the United States of America or London, England having capital and surplus in excess of $500,000,000, or an affiliate of any such bankState thereof having assets of at least One Billion and No/100 Dollars ($1,000,000,000.00) and which shall be reasonably acceptable to Borrower. Upon the acceptance of its any appointment as Agent under the Administrative Agent or Technical Agent hereunder, as applicable, Loan Documents by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of such the retiring Administrative Agent or Technical Agent Agent, and such the 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 Administrative Agent, under the PRI Policies. The fees payable by the Borrower to a successor Administrative Agent or Technical Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After any retiring Agent's resignation or replacement as an Agent under the resignation of either the Administrative Agent or the Technical Agent hereunderLoan Documents, the provisions of this Article XII and Section 15.14 12.8. shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Administrative an Agent or Technical Agent, as under the case may beLoan Documents.

Resignation and Replacement. 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 at any time as Agent under the Loan Documents by notifying each other Secured Party giving written notice thereof to Banks and Borrower, which resignation shall be effective upon a successor Agent's acceptance of its appointment. Borrower or the Borrower. The Administrative Majority Banks may replace Agent at any time following sixty (60) days' prior written notice to Agent and Banks; provided, however, that Borrower shall have such right only in 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 thirty (30) days’ notice by absence of an instrument in writing signed by the Majority Lenders and the Majority Hedge BanksEvent of Default. Upon any such resignation or removalreplacement, the Majority Lenders and the Majority Hedge Banks shall have the right to appoint a successor. No removal or resignation of the Administrative successor Agent or the Technical Agent or appointment of a hereunder, which successor Administrative Agent or Technical Agent shall also be effective until (a) the appointment of a successor is accepted by such successor and (b) all indemnity and compensation required under the Financing Documents, and, in the case of the Administrative Agent, the PRI Policies have been paid or provided forreasonably acceptable to Borrower. If no such successor Agent shall have been so appointed by the Majority Lenders Banks and the Majority Hedge Banks or shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Technical Agent, as the case may be, gives 's giving of notice of its resignation, then such the retiring Administrative Agent or Technical Agent may, on behalf of the Secured PartiesBanks, appoint a successor Administrative Agent or Technical Agent, as the case may be, which shall be a commercial bank with an office in New York, New York organized under the laws of the United States of America or London, England having capital and surplus in excess of $500,000,000, or an affiliate of any such bankState thereof having assets of at least One Billion and No/100 Dollars ($1,000,000,000.00) and which shall be reasonably acceptable to Borrower. Upon the acceptance of its any appointment as Agent under the Administrative Agent or Technical Agent hereunder, as applicable, Loan Documents by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of such the retiring Administrative Agent or Technical Agent Agent, and such the 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 Administrative Agent, under the PRI Policies. The fees payable by the Borrower to a successor Administrative Agent or Technical Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After any retiring Agent's resignation or replacement as an Agent under the resignation of either the Administrative Agent or the Technical Agent hereunderLoan Documents, the provisions of this Article XII and Section 15.14 12.8. shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Administrative an Agent or Technical Agent, as under the case may beLoan Documents.

Resignation and Replacement. Subject to the appointment and acceptance of a successor Administrative Agent or Technical Agent as provided in this Sectionbelow, each of the Administrative Agent and the Technical Agent may resign at any time by notifying each other Secured Party and the Borrower. The Administrative Agent and Issuing Banks, 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 thirty (30) days’ notice by an instrument in writing signed by the Majority Lenders and the Majority Hedge BanksGuarantor. Upon any such resignation or removalresignation, the Majority Required Lenders and the Majority Hedge Banks shall have the right to appoint a successor. No removal or resignation successor acceptable to the Guarantor, such consent not to be unreasonably withheld; provided, however, that the consent of the Administrative Agent or Guarantor shall not be required to any such appointment during the Technical Agent or appointment continuance of a successor Administrative Agent or Technical Agent shall be effective until (a) the appointment any Event of a successor is accepted by such successor and (b) all indemnity and compensation required under the Financing Documents, and, in the case of the Administrative Agent, the PRI Policies have been paid or provided forDefault. If no successor shall have been so appointed by the Majority Required Lenders and the Majority Hedge Banks or shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent or Technical Agent, as the case may be, gives notice of its resignation, then such the retiring Administrative Agent or Technical Agent may, on behalf of the Secured PartiesLenders, appoint a successor Administrative Agent or Technical Agent, as the case may be, which shall be a bank with an office in New Yorkthe United States, New York or London, England having a combined capital and surplus in excess of at least $500,000,000, 500,000,000 or an affiliate Affiliate of any such bank. Upon the acceptance of its any appointment as the Administrative Agent or Technical Agent hereunder, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of such the retiring Administrative Agent or Technical Agent and such the 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 . After the Administrative Agent, under the PRI Policies. The fees payable by the Borrower to a successor Administrative Agent or Technical Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the ’s resignation of either the Administrative Agent or the Technical Agent hereunder, the provisions of this Article XII and Section 15.14 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 or Technical Agentpursuant to this Section 8.03 shall constitute the concurrent resignation of such entity as an Issuing Bank, as provided that any successor Administrative Agent appointed pursuant to this Section 8.03 shall, upon acceptance of such appointment, become, if the case may beAdministrative Agent was the sole Issuing Bank hereunder, a successor Issuing Bank.

Resignation and Replacement. Subject to the appointment and acceptance of a successor Administrative Agent or Technical Agent as provided in this Sectionbelow, each of the Administrative Agent and the Technical any Agent may resign 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 thirty (30) days’ notice by an instrument in writing signed by the Majority Lenders and the Majority Hedge BanksCompany. Upon any such resignation or removalresignation, the Majority Required Lenders and the Majority Hedge Banks shall have the right to appoint a successor. No removal or resignation successor acceptable to the Company, such consent not to be unreasonably withheld; provided, however, that the consent of the Administrative Agent or Company shall not be required to any such appointment during the Technical Agent or appointment continuance of a successor Administrative Agent or Technical Agent shall be effective until (a) the appointment any Event of a successor is accepted by such successor and (b) all indemnity and compensation required under the Financing Documents, and, in the case of the Administrative Agent, the PRI Policies have been paid or provided forDefault. If no successor shall have been so appointed by the Majority Required Lenders and the Majority Hedge Banks or shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent or Technical Agent, as the case may be, gives notice of its resignation, then such the retiring Administrative Agent or Technical Agent may, on behalf of the Secured PartiesLenders, appoint a successor Administrative Agent or Technical Agent, as the case may be, which shall be a bank with an office in New Yorkthe United States, New York or London, England having a combined capital and surplus in excess of at least $500,000,000, 500,000,000 or an affiliate Affiliate of any such bank. Upon the acceptance of its any appointment as the Administrative Agent or Technical Agent hereunder, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of such the retiring Administrative Agent or Technical Agent and such the 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 Administrative Agent, under the PRI Policies. The fees payable by the Borrower to a successor Administrative Agent or Technical Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation of either the Administrative Agent or the Technical Agent hereunder, the provisions of this Article XII and Section 15.14 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 Agent. Any resignation by Administrative Agent or Technical Agentpursuant to this Section 8.03 shall constitute the concurrent resignation of such entity as Swingline Lender and as an Issuing Bank and, as upon the case may beeffectiveness of such resignation, Company shall repay outstanding Swingline Loans of the retiring Swingline Lender, provided that any successor Administrative Agent appointed pursuant to this Section 8.03 shall, upon acceptance of such appointment, become the successor Swingline Lender for all purposes hereunder and, if the Administrative Agent was the sole Issuing Bank hereunder, a successor Issuing Bank.