Common use of Resignation by any Agent Clause in Contracts

Resignation by any Agent. An Agent's status as an Agent under this Agreement shall automatically terminate fifteen (15) days after the closing or liquidation of such Agent or fifteen (15) days after such Agent is adjudicated insolvent. Additionally, any Agent may resign its position as an Agent at any time by giving at least thirty (30) days written notice thereof to Borrower and the other Lenders. Upon any such occurrence causing a termination of an Agent or the delivery of such notice of resignation from such Agent, the Required Lenders and Borrower shall select a successor for the Administrative Agent and may select a successor for the Syndication Agent. If the Required Lenders and Borrower cannot agree upon the choice of the successor Administrative Agent within ten (10) days after the occurrence causing a termination in the case of a termination of such Administrative Agent, or ten (10) days prior to the effective resignation date set forth in such Administrative Agent's resignation notice in the case of a resignation by such Administrative Agent, then the Designated Successor Agent shall become the Administrative Agent's successor. Borrower shall be entitled to participate in the selection of the replacement Administrative Agent only prior to the occurrence of a Default. Upon any such termination or resignation, (a) the successor Agent shall automatically be vested with all rights, powers and privileges and be bound to all duties, obligations and responsibilities of the Agent being replaced in and under this Agreement and the other Loan Documents and shall thereafter be deemed the "Administrative Agent", "Syndication Agent", or other designated Agent, for all purposes under the Loan Documents and (b) such terminating or resigning Agent shall act only in a custodial capacity for the holding by it of any funds theretofore received from Borrower and any such funds shall be held in trust for the benefit of Lenders or Borrower, as the case may be. Additionally, upon the successor Agent becoming an Agent as provided in this Section 10.13, the terminating or resigning Agent and the new Agent shall execute such documents as any Lender may reasonably request to reflect such succession. All costs incurred in connection with the execution of such documents shall be paid by Lenders in proportion to each Lender's Aggregate Loan Percentage.

Resignation by any Agent. An Agent's status as an Agent under this Agreement shall automatically terminate fifteen (15a) days after the closing or liquidation of such Agent or fifteen (15) days after such Agent is adjudicated insolvent. Additionally, any Any Agent may resign from the performance of all its position as an Agent respective functions and duties hereunder and/or under the other Loan Documents at any time by giving at least written notice to the Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, the Borrower Agent. Any such resignation by an Agent hereunder shall also constitute its resignation as an Xxxxxxx Xxxxxx, if applicable, in which case the resigning Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by an Agent, the Required Lenders shall appoint a successor Agent hereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower Agent, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower Agent’s approval shall not be required if an Event of Default then exists). (c) If a successor Agent shall not have been so appointed within thirty (30) days written of the resigning Agent’s notice thereof of resignation, such Agent, with the consent of the Borrower Agent (which consent shall not be unreasonably withheld or delayed, provided that the Borrower Agent’s consent shall not be required if an Event of Default then exists), may (but shall not be obligated to) appoint a successor Agent who shall serve as Agent hereunder until such time, if any, as the Required Xxxxxxx appoint a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to Borrower and clause (b) or (c) above by the other Lenders. Upon any such occurrence causing a termination of an Agent or 30th day after the delivery of date such notice of resignation from was given by such Agent, such Agent’s resignation shall nevertheless become effective (the effective date of resignation pursuant to paragraph (b), (c) or this (d), as applicable, the “Resignation Effective Date”) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Agent as provided above (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such Collateral as bailee for the benefit of the Secured Parties until such time as a successor Collateral Agent is appointed or deposit such security with a court of competent jurisdiction (at the expense of the Borrowers)). (e) If the Person serving as an Agent is a Defaulting Lender pursuant to clause (ii) of the definition of Lender Default, the Required Lenders and may, to the extent permitted by applicable law, by notice in writing to the Borrower shall select a successor for the Administrative Agent and may select such Person remove such Person as Agent and, in consultation with the Borrower Agent, appoint a successor for the Syndication Agentsuccessor. If no such successor shall have been so appointed by the Required Lenders and Borrower cannot agree upon shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the choice of Required Lenders) (the successor Administrative “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (f) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), the retiring or removed Agent within ten shall be discharged from its duties and obligations hereunder and under the other Loan Documents (10) days after the occurrence causing a termination except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such Collateral as bailee for the benefit of the Secured Parties until such time as a termination successor Collateral Agent is appointed or deposit such security with a court of competent jurisdiction (at the expense of the Borrowers)), and all payments, communications and determinations provided to be made by, to or through such Administrative AgentAgent shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or ten removed Agent (10) days prior other than any rights to indemnity, fee or expense payments owed to the effective resignation date retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged as set forth in such Administrative Agent's resignation notice in above). The fees payable by the case of Borrowers to a resignation by such Administrative Agent, then the Designated Successor Agent shall become the Administrative Agent's successor. Borrower shall be entitled to participate in the selection of the replacement Administrative Agent only prior to the occurrence of a Default. Upon any such termination or resignation, (a) the successor Agent shall automatically be vested with all rightsthe same as those payable to its predecessor unless otherwise agreed between the Borrower Agent and such successor. (g) Upon a resignation of an Agent pursuant to this Section 12.09, powers and privileges and be bound such Agent shall remain indemnified to all duties, obligations and responsibilities of the Agent being replaced extent provided in and under this Agreement and the other Loan Documents and the provisions of this Article XII and Section 13.01 (and the analogous provisions of the other Loan Documents) shall thereafter be deemed the "Administrative Agent", "Syndication Agent", or other designated Agent, for all purposes under the Loan Documents and (b) such terminating or resigning Agent shall act only continue in a custodial capacity for the holding by it of any funds theretofore received from Borrower and any such funds shall be held in trust effect for the benefit of Lenders such Agent for all of its actions and inactions while serving as an Agent hereunder. (h) Any Person into which an Agent may be merged or Borrowerconverted or with which it may be consolidated, as or any Person resulting from any merger, conversion or consolidation to which an Agent shall be a party, or any Person succeeding to the case may be. Additionally, upon business of an Agent shall be the successor of such Agent becoming hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an Agent as provided in this Section 10.13, the terminating instrument of transfer or resigning Agent and the new Agent shall execute such documents as any Lender may reasonably request assignment is required by law to reflect effect such succession. All costs incurred in connection with , anything herein to the execution of such documents shall be paid by Lenders in proportion to each Lender's Aggregate Loan Percentagecontrary notwithstanding.

Resignation by any Agent. An Agent's ’s status as an Agent under this Agreement shall automatically terminate fifteen (15) days after the closing or liquidation of such Agent or fifteen (15) days after such Agent is adjudicated insolvent. Additionally, any Agent may resign its position as an Agent at any time by giving at least thirty (30) days written notice thereof to Borrower and the other Lenders. Upon any such occurrence causing a termination of an Administrative Agent or the delivery of such notice of resignation from such Agent, the Required Lenders and Borrower shall select a successor for the Administrative Agent and may select a successor for the Syndication Agent. If the Required Lenders and Borrower cannot agree upon the choice of the successor Administrative Agent within ten (10) days after the occurrence causing a termination in the case of a termination of such Administrative Agent, or ten (10) days prior to the effective resignation date set forth in such Administrative Agent's ’s resignation notice in the case of a resignation by such Administrative Agent, then the Designated Successor Agent shall become the Administrative Agent's ’s successor. Borrower shall be entitled to participate in the selection of the replacement Administrative Agent only prior to the occurrence if no Default has occurred and is continuing and no Event of Default has occurred. If any Agent other than Administrative Agent shall resign or be terminated, Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower may select a Defaultsuccessor for any other Agent. Upon any such termination or resignation, (a) the successor Agent shall automatically be vested with all rights, powers and privileges and be bound to all duties, obligations and responsibilities of the Agent being replaced in and under this Agreement and the other Loan Documents and shall thereafter be deemed the "“Administrative Agent"”, "“Syndication Agent"”, “Documentation Agent”, “Co-Agent” or other designated Agent, for all purposes under the Loan Documents and (b) such terminating or resigning Agent shall act only in a custodial capacity for the holding by it of any funds theretofore received from Borrower and any such funds shall be held in trust for the benefit of Lenders or Borrower, as the case may be. Additionally, upon the successor Agent becoming an Agent as provided in this Section 10.13, the terminating or resigning Agent and the new Agent shall execute such documents as any Lender may reasonably request to reflect such succession. All costs incurred in connection with the execution of such documents shall be paid by the Lenders in proportion to each Lender's Aggregate Loan ’s Commitment Percentage.. Sole Lead Arranger or either Joint Bookrunner may resign its position at any time by giving at least ten (10) days written notice thereof to Borrower and Administrative Agent. Notwithstanding the foregoing, however, Bank of America, N.A. may not be removed as Administrative Agent at the request of the Required Lenders unless Bank of America, N.A. shall also simultaneously be replaced as “Fronting Bank” and “Swingline Lender” pursuant to documentation in form and substance reasonably satisfactory to Bank of America, N.A.

Resignation by any Agent. An Agent's status as an Agent under this Agreement shall automatically terminate fifteen (15) days after the closing or liquidation of such Agent or fifteen (15) days after such Agent is adjudicated insolvent. Additionally, any Agent may resign its position as an Agent at any time by giving at least thirty (30) days written notice thereof to Borrower and the other Lenders. Upon any such occurrence causing a termination of an Administrative Agent or the delivery of such notice of resignation from such Agent, the Required Lenders and Borrower shall select a successor for the Administrative Agent and may select a successor for the Syndication Agent. If the Required Lenders and Borrower cannot agree upon the choice of the successor Administrative Agent within ten (10) days after the occurrence causing a termination in the case of a termination of such Administrative Agent, or ten (10) days prior to the effective resignation date set forth in such Administrative Agent's resignation notice in the case of a resignation by such Administrative Agent, then the Designated Successor Agent shall become the Administrative Agent's successor. Borrower shall be entitled to participate in the selection of the replacement Administrative Agent only prior to the occurrence if no Default has occurred and is continuing and no Event of Default has occurred. If any Agent other than Administrative Agent shall resign or be terminated, Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower may select a Defaultsuccessor for any other Agent. Upon any such termination or resignation, (a) the successor Agent shall automatically be vested with all rights, powers and privileges and be bound to all duties, obligations and responsibilities of the Agent being replaced in and under this Agreement and the other Loan Documents and shall thereafter be deemed the "Administrative Agent", "Syndication Agent", "Documentation Agent", "Co-Agent" or other designated Agent, for all purposes under the Loan Documents and (b) such terminating or resigning Agent shall act only in a custodial capacity for the holding by it of any funds theretofore received from Borrower and any such funds shall be held in trust for the benefit of Lenders or Borrower, as the case may be. Additionally, upon the successor Agent becoming an Agent as provided in this Section 10.13, the terminating or resigning Agent and the new Agent shall execute such documents as any Lender may reasonably request to reflect such succession. All costs incurred in connection with the execution of such documents shall be paid by the Lenders in proportion to each Lender's Aggregate Loan Commitment Percentage.. Sole Lead Arranger or either Joint Bookrunner may resign its position at any time by giving at least ten (10) days written notice thereof to Borrower and Administrative Agent. Notwithstanding the foregoing, however, Bank of America, N.A. may not be removed as Administrative Agent at the request of the Required Lenders unless Bank of America, N.A. shall also simultaneously be replaced as "Fronting Bank" and "Swingline Lender" pursuant to documentation in form and substance reasonably satisfactory to Bank of America, N.A.

Resignation by any Agent. An Agent's status as an Agent under this Agreement shall automatically terminate fifteen (15) days after the closing or liquidation of such Agent or fifteen (15) days after such Agent is adjudicated insolvent. Additionally, any Agent may resign its position as an Agent at any time by giving at least thirty (30) days written notice thereof to Borrower and the other Lenders. Upon any such occurrence causing a termination of an the Administrative Agent or the delivery of such notice of resignation from such Agent, the Required Lenders and Borrower shall select a successor for the Administrative Agent and may select a successor for the Syndication Agent. If the Required Lenders and Borrower cannot agree upon the choice of the successor Administrative Agent within ten (10) days after the occurrence causing a termination in the case of a termination of such Administrative Agent, or ten (10) days prior to the effective resignation date set forth in such Administrative Agent's resignation notice in the case of a resignation by such Administrative Agent, then the Designated Successor Agent shall become the Administrative Agent's successor. Borrower shall be entitled to participate in the selection of the replacement Administrative Agent only prior to if no Default has occurred and is continuing and no Event of Default has occurred. If any Agent other than the occurrence Administrative Agent shall resign or be terminated, Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower may select a Defaultsuccessor for any other Agent. Upon any such termination or resignation, (a) the successor Agent shall automatically be vested with all rights, powers and privileges and be bound to all duties, obligations and responsibilities of the Agent being replaced in and under this Agreement and the other Loan Documents and shall thereafter be deemed the "Administrative Agent", "Syndication Agent", "Documentation Agent", "Managing Agent" or other designated Agent, for all purposes under the Loan Documents and (b) such terminating or resigning Agent shall act only in a custodial capacity for the holding by it of any funds theretofore received from Borrower and any such funds shall be held in trust for the benefit of Lenders or Borrower, as the case may be. Additionally, upon the successor Agent becoming an Agent as provided in this Section SECTION 10.13, the terminating or resigning Agent and the new Agent shall execute such documents as any Lender may reasonably request to reflect such succession. All costs incurred in connection with the execution of such documents shall be paid by the Lenders in proportion to each Lender's Aggregate Loan Commitment Percentage. Sole Lead Arranger may resign its position at any time by giving at least ten (10) days written notice thereof to Borrower and Administrative Agent.

Resignation by any Agent. An Agent's status as an Agent under this Agreement shall automatically terminate fifteen (15a) days after the closing or liquidation of such Agent or fifteen (15) days after such Agent is adjudicated insolvent. Additionally, any Any Agent may resign from the performance of all its position as an Agent respective functions and duties hereunder and/or under the other Loan Documents at any time by giving at least written notice to the Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, the Borrower Agent. Any such resignation by an Agent hereunder shall also constitute its resignation as an Issuing Lender, if applicable, in which case the resigning Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by an Agent, the Required Lenders shall appoint a successor Agent hereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower Agent, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower Agent’s approval shall not be required if an Event of Default then exists). (c) If a successor Agent shall not have been so appointed within thirty (30) days written of the resigning Agent’s notice thereof of resignation, such Agent, with the consent of the Borrower Agent (which consent shall not be unreasonably withheld or delayed, provided that the Borrower Agent’s consent shall not be required if an Event of Default then exists), may (but shall not be obligated to) appoint a successor Agent who shall serve as Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to Borrower and clause (b) or (c) above by the other Lenders. Upon any such occurrence causing a termination of an Agent or 30th day after the delivery of date such notice of resignation from was given by such Agent, such Agent’s resignation shall nevertheless become effective (the effective date of resignation pursuant to paragraph (b), (c) or this (d), as applicable, the “Resignation Effective Date”) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Agent as provided above (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such Collateral as bailee for the benefit of the Secured Parties until such time as a successor Collateral Agent is appointed or deposit such security with a court of competent jurisdiction (at the expense of the Borrowers)). (e) If the Person serving as an Agent is a Defaulting Lender pursuant to clause (ii) of the definition of Lender Default, the Required Lenders and may, to the extent permitted by applicable law, by notice in writing to the Borrower shall select a successor for the Administrative Agent and may select such Person remove such Person as Agent and, in consultation with the Borrower Agent, appoint a successor for the Syndication Agentsuccessor. If no such successor shall have been so appointed by the Required Lenders and Borrower cannot agree upon shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the choice of Required Lenders) (the successor Administrative “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (f) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), the retiring or removed Agent within ten shall be discharged from its duties and obligations hereunder and under the other Loan Documents (10) days after the occurrence causing a termination except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such Collateral as bailee for the benefit of the Secured Parties until such time as a termination successor Collateral Agent is appointed or deposit such security with a court of competent jurisdiction (at the expense of the Borrowers)), and all payments, communications and determinations provided to be made by, to or through such Administrative AgentAgent shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or ten removed Agent (10) days prior other than any rights to indemnity, fee or expense payments owed to the effective resignation date retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged as set forth in such Administrative Agent's resignation notice in above). The fees payable by the case of Borrowers to a resignation by such Administrative Agent, then the Designated Successor Agent shall become the Administrative Agent's successor. Borrower shall be entitled to participate in the selection of the replacement Administrative Agent only prior to the occurrence of a Default. Upon any such termination or resignation, (a) the successor Agent shall automatically be vested with all rightsthe same as those payable to its predecessor unless otherwise agreed between the Borrower Agent and such successor. (g) Upon a resignation of an Agent pursuant to this Section 12.09, powers and privileges and be bound such Agent shall remain indemnified to all duties, obligations and responsibilities of the Agent being replaced extent provided in and under this Agreement and the other Loan Documents and the provisions of this Article XII and Section 13.01 (and the analogous provisions of the other Loan Documents) shall thereafter be deemed the "Administrative Agent", "Syndication Agent", or other designated Agent, for all purposes under the Loan Documents and (b) such terminating or resigning Agent shall act only continue in a custodial capacity for the holding by it of any funds theretofore received from Borrower and any such funds shall be held in trust effect for the benefit of Lenders such Agent for all of its actions and inactions while serving as an Agent hereunder. (h) Any Person into which an Agent may be merged or Borrowerconverted or with which it may be consolidated, as or any Person resulting from any merger, conversion or consolidation to which an Agent shall be a party, or any Person succeeding to the case may be. Additionally, upon business of an Agent shall be the successor of such Agent becoming hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an Agent as provided in this Section 10.13, the terminating instrument of transfer or resigning Agent and the new Agent shall execute such documents as any Lender may reasonably request assignment is required by law to reflect effect such succession. All costs incurred in connection with , anything herein to the execution of such documents shall be paid by Lenders in proportion to each Lender's Aggregate Loan Percentagecontrary notwithstanding.