Common use of Resignation by the Administrative Agent; Removal of the Administrative Agent Clause in Contracts

Resignation by the Administrative Agent; Removal of the Administrative Agent. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving 30 Business Days' prior written notice to the Borrower and the Banks. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by the Administrative Agent, the Required Banks shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Administrative Agent shall not have been so appointed within such 30 Business Day period, the Administrative Agent, with the consent of the Borrower, shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder 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 clause (b) or (c) above by the 35th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's resignation shall become effective and the Banks shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. (e) In addition, the Required Banks shall have the right to remove the Administrative Agent and appoint a successor Administrative Agent who shall be a commercial bank or trust company reasonably acceptable to the Borrower in the event that the Administrative Agent has been grossly negligent or has engaged in willful misconduct in performing its functions and duties under this Agreement or any other Credit Document.

Resignation by the Administrative Agent; Removal of the Administrative Agent. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving 30 fifteen (15) Business Days' ’ prior written notice to the Borrower and the BanksLenders and, unless an Event of Default then exists, Borrower. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by the Administrative Agent, the Required Banks Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld (provided that Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor to the Administrative Agent shall not have been so appointed within such 30 fifteen (15) Business Day period, the Administrative Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld, provided that Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent who shall serve as the Administrative Agent hereunder or thereunder until such time, if any, as the Required Banks Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th 20th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's ’s resignation shall become effective and the Banks Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Banks Lenders appoint a successor Administrative Agent as provided above. (e) In addition, the Required Banks shall have the right to remove Upon a resignation of the Administrative Agent and appoint a successor Administrative Agent who shall be a commercial bank or trust company reasonably acceptable pursuant to the Borrower in the event that this Section 19.9, the Administrative Agent has been grossly negligent or has engaged shall remain indemnified to the extent provided in willful misconduct in performing its functions and duties under this Agreement or any and the other Credit DocumentDocuments and the provisions of this Section 19.9 shall continue in effect for the benefit of such Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent; Removal of the Administrative Agent. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving 30 15 Business Days' ’ prior written notice to the Borrower Lenders and the BanksBorrower. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by the Administrative Agentresignation, the Required Banks Lenders shall appoint a successor Administrative Agent hereunder or thereunder who which shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Administrative Agent shall not have been so appointed within such 30 15 Business Day period, the Administrative Agent, with the consent of the BorrowerBorrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Administrative Agent who which shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Banks Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th 20th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's ’s resignation shall become effective and the Banks Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Banks Lenders appoint a successor Administrative Agent as provided above. (e) Upon resignation of the Administrative Agent pursuant to this Section 12.09, the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 shall continue in effect for the benefit of such Administrative Agent for all of its actions and inactions while serving as the Administrative Agent. (f) In addition, the Required Banks Lenders shall have the right to remove the Administrative Agent and appoint a successor Administrative Agent who shall be a commercial bank or trust company reasonably acceptable to the Borrower in the event that the Administrative Agent has been grossly negligent or has engaged in willful misconduct willfully misconducted itself in performing its functions and duties under this Agreement or any other Credit DocumentAgreement.

Resignation by the Administrative Agent; Removal of the Administrative Agent. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving 30 15 Business Days' ’ prior written notice to the Borrower Lenders and the BanksBorrowers. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by the Administrative Agentresignation, the Required Banks Lenders shall appoint a successor Administrative Agent hereunder or thereunder who which shall be a commercial bank or trust company reasonably acceptable to the BorrowerBorrowers. (c) If a successor Administrative Agent shall not have been so appointed within such 30 15 Business Day period, the Administrative Agent, with the consent of the BorrowerBorrowers (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Administrative Agent who which shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Banks Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th 20th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's ’s resignation shall become effective and the Banks Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Banks Lenders appoint a successor Administrative Agent as provided above. (e) Upon resignation of the Administrative Agent pursuant to this Section 10.09, the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 10 shall continue in effect for the benefit of such Administrative Agent for all of its actions and inactions while serving as the Administrative Agent. (f) In addition, the Required Banks Lenders shall have the right to remove the Administrative Agent and appoint a successor Administrative Agent who shall be a commercial bank or trust company reasonably acceptable to the Borrower Borrowers in the event that the Administrative Agent has been grossly negligent or has engaged in willful misconduct willfully misconducted itself in performing its functions and duties under this Agreement or any other Credit DocumentAgreement.

Resignation by the Administrative Agent; Removal of the Administrative Agent. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving 30 15 Business Days' prior written notice to the Borrower Lenders and the BanksBorrower. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by the Administrative Agentresignation, the Required Banks Lenders shall appoint a successor Administrative Agent hereunder or thereunder who which shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Administrative Agent shall not have been so appointed within such 30 15 Business Day period, the Administrative Agent, with the consent of the BorrowerBorrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Administrative Agent who which shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Banks Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th 20th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's resignation shall become effective and the Banks Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Banks Lenders appoint a successor Administrative Agent as provided above. (e) Upon resignation of the Administrative Agent pursuant to this Section 12.09, the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 shall continue in effect for the benefit of such Administrative Agent for all of its actions and inactions while serving as the Administrative Agent. (f) In addition, the Required Banks Lenders shall have the right to remove the Administrative Agent and appoint a successor Administrative Agent who shall be a commercial bank or trust company reasonably acceptable to the Borrower in the event that the Administrative Agent has been grossly negligent or has engaged in willful misconduct willfully misconducted itself in performing its functions and duties under this Agreement or any other Credit DocumentAgreement.

Resignation by the Administrative Agent; Removal of the Administrative Agent. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving 30 Business Days' prior written notice to the Borrower Borrower, the Banks and the BanksIssuing Bank. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by the Administrative Agent, the Required Banks shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Administrative Agent shall not have been so appointed within such 30 Business Day period, the Administrative Agent, with the consent of the Borrower, shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder 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 clause (b) or (c) above by the 35th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's resignation shall become effective and the Banks shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. (e) In addition, the Required Banks shall have the right to remove the Administrative Agent and appoint a successor Administrative Agent who shall be a commercial bank or trust company reasonably acceptable to the Borrower in the event that the Administrative Agent has been grossly negligent or has engaged in willful misconduct willfully misconducted itself in performing its functions and duties under this Agreement or any other Credit Document.