Common use of Resignation by Administrative Agent Clause in Contracts

Resignation by Administrative Agent. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder at any time by giving 15 Business Days' prior written notice to the Borrowers and the Banks. Such resignation shall take effect upon the acceptance by a successor Administrative Agent of appointment pursuant to subsections (b)and (c) below or as otherwise provided below. (b) Upon any such notice of resignation of the Administrative Agent, the Required Banks shall appoint a successor Administrative Agent acceptable to the Company and which shall be an incorporated bank or trust company or other qualified financial institution with operations in the United States and Canada and total assets of at least $1 billion. (c) If a successor Administrative Agent shall not have been so appointed within said 15 Business Day period, the resigning Administrative Agent with the consent of the Company shall then appoint a successor Administrative Agent (which shall be an incorporated bank or trust company or other qualified financial institution with operations in the United States and Canada and total assets of at least $1 billion) who shall serve as Administrative Agent until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to subsection (b) or (c) by the 20th Business Day after the date such notice of resignation was given by the resigning Administrative Agent, such Administrative Agent's resignation shall become effective and the Required Banks shall thereafter perform all the duties of Administrative Agent hereunder until such time, if any, as the Required Banks with the consent of Borrower appoint a successor Administrative Agent as provided above.

Resignation by Administrative Agent. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder at any time by giving 15 Business Days' prior written notice to the Borrowers Borrower and the Banks. Such resignation shall take effect upon the acceptance by a successor Administrative Agent of appointment pursuant to subsections (b)and b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation of the Administrative Agent, the Required Banks shall appoint a successor Administrative Agent acceptable to the Company Borrower and which shall be an incorporated bank or trust company or other qualified financial institution with operations in the United States and Canada and total assets of at least $1 billion. (c) If a successor Administrative Agent shall not have been so appointed within said 15 Business Day period, the resigning Administrative Agent with the consent of the Company Borrower shall then appoint a successor Administrative Agent (which shall be an incorporated bank or trust company or other qualified financial institution with operations in the United States and Canada and total assets of at least $1 billion) who shall serve as Administrative Agent until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to subsection (b) or (c) by the 20th Business Day after the date such notice of resignation was given by the resigning Administrative Agent, such Administrative Agent's resignation shall become effective and the Required Banks shall thereafter perform all the duties of Administrative Agent hereunder until such time, if any, as the Required Banks with the consent of Borrower appoint a successor Administrative Agent as provided above. (e) Notwithstanding anything to the contrary contained in this Section 10, Indosuez, as Administrative Agent, may transfer its rights and obligations to perform all of its 128 -122- functions and duties hereunder to its parent company or to any Affiliate of it or its parent company.