Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to Debtors and Secured Parties. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below.
(b) Upon any such notice of resignation, the Required Parties shall appoint a successor Agent hereunder.
(c) If a successor Agent shall not have been so appointed within said 30-day period, Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand.
(d) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.
Resignation by Agent. Section 8.6.1. The Agent may resign from the performance of all its functions and duties under the Financing Documents at any time by giving 30 days' prior written notice to the Borrower and each of the Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections 8.6.2 and 8.6.3 below or as otherwise provided below.
Section 8.6.2. Upon any such notice of resignation, the Majority Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000).
Section 8.6.3. If a successor Agent shall not have been so appointed within said 30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above.
Section 8.6.4. If no successor Agent has been appointed pursuant to Sections 8.6.2 or 8.6.3 by the 40th day after the date such notice of resignation was given by the resigning Agent, the resigning Agent's resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower or any Subsidiary until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided above.
Resignation by Agent. 66 ----------- ---------------------- Section 8.7.
Resignation by Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder at any time by giving 30 days' prior written notice to the Borrower and each of the Banks and Issuing Banks. Such resignation shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below.
(b) Upon any such notice of resignation, the Majority Banks shall appoint a successor Agent who shall be satisfactory to the Borrower and shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least $400,000,000.
(c) If a successor Agent shall not have been so appointed within said 30 day period, the resigning Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as the Agent until such time, if any, as the Majority Banks, with the consent of the Borrower, appoint a successor Agent as provided above. If no successor Agent has been appointed pursuant to clause (b) or (c) by the 40th day after the date such notice of resignation was given by the resigning Agent, the resigning Agent's resignation shall become effective and the Majority Banks shall thereafter perform all the duties of the resigning agent hereunder until such time, if any, as the Majority Banks, with the consent of the Borrower, appoint a successor Agent as provided above.
Resignation by Agent. 24 SECTION 9.9
Resignation by Agent. (A) The 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 ATel and the Banks. Such resignation shall take effect upon the acceptance by a successor Agent of appointment pursuant to subsections B and C below or as otherwise provided below.
(B) Upon any such notice of resignation of the Agent, the Required Banks shall appoint a successor Agent acceptable to ATel and which shall be an incorporated bank or trust company or other qualified financial institution with operations in the United States and total assets of at least $1 billion.
(C) If a successor Agent shall not have been so appointed within said 15 Business Day period, the resigning Agent with the consent of ATel shall then appoint a successor Agent (which shall be an incorporated bank or trust company or other qualified financial institution with operations in the United States and total assets of at least $1 billion) who shall serve as Agent until such time, if any, as the Required Banks appoint a successor Agent as provided above.
(D) If no successor 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 Agent, such Agent's resignation shall become effective and the Required Banks shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Required Banks appoint a successor Agent as provided above.
Resignation by Agent. 59 SECTION 8.6. SUCCESSOR AGENT..................................................................................59 ARTICLE 9. MISCELLANEOUS.........................................................................................59
Resignation by Agent. (a) The Agent may resign at any time by giving notice to Transferor and the Purchasers. Such resignation shall take effect upon the appointment of a successor Agent pursuant to subsections (b) and (c) below or as otherwise provided below.
(b) Upon any notice of resignation of the Agent, the Required Purchasers shall appoint a successor Agent hereunder who shall be a commercial bank or trust company reasonably acceptable to Transferor (it being understood and agreed that any Purchaser is deemed to be acceptable to Transferor).
(c) If a successor Agent is not appointed pursuant to subsection (b) within 30 days after the delivery of the notice referred to in subsection (a), the resigning Agent, with the consent of Transferor, shall then appoint a successor Agent who shall serve as Agent hereunder until the time, if any, that the Required Purchasers appoint a successor Agent as provided above.
(d) If no successor Agent has been appointed pursuant to subsection (b) or (c) above by the 60th day after the date notice of resignation was given by the resigning Agent, such Agent's resignation shall become effective and the Purchasers shall thereafter perform all the duties of the
Resignation by Agent. 138 SECTION 11. Miscellaneous.................................................... 139 11.01. Payment of Expenses, etc......................................... 139 11.02. Right of Setoff.................................................. 140 11.03. Notices.......................................................... 140 11.04. Benefit of Agreement............................................. 141 11.05. No Waiver; Remedies Cumulative................................... 144 11.06. Payments Pro Rata................................................ 144 11.07. Calculations; Computations....................................... 145 11.08. Governing Law; Submission to Jurisdiction; Venue................. 145 11.09. Counterparts..................................................... 146 11.10. Effectiveness.................................................... 146 11.11.
Resignation by Agent. 105 ARTICLE XII
