Common use of Resignation of Administrative Agents Clause in Contracts

Resignation of Administrative Agents. The Applicable Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and, unless an Event of Default under Section 9.01(f) then exists, the Company. Upon receipt of any such notice of resignation, the Required Term Lenders, in the case of the Administrative Agent, or the Required Revolving Lenders, in the case of the Revolving Facility Administrative Agent, shall have the right, with the consent of the Company at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Xxxx Xxxxxxx or the Required Revolving Lenders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Applicable Administrative Agent gives notice of its resignation, then the retiring Applicable Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Applicable Administrative Agent meeting the qualifications set forth above; provided that if the Applicable Administrative Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Applicable Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Applicable Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Applicable Administrative Agent shall continue to hold such collateral security until such time as a successor Applicable Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Applicable Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Term Lenders or the Required Revolving Lenders, as the case may be, appoint a successor Applicable Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Applicable Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Applicable Administrative Agent, and the retiring Applicable Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section ). The fees payable by the Company to a successor Applicable Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Applicable Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Applicable Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Applicable Administrative Agent was acting as an Applicable Administrative Agent. Any resignation by CS or MSSF as Administrative Agent or Revolving Facility Administrative Agent, respectively, pursuant to this Section shall also constitute its resignation as an L/C Issuer, so long as, effective upon such resignation, at least one L/C Issuer remains in such capacity and/or a successor L/C Issuer is appointed in accordance with the immediately following sentence and the aggregate Letter of Credit Sublimits of all remaining L/C Issuers is not less than the Letter of Credit Sublimit as in effect immediately prior to the effectiveness of such resignation. Upon the acceptance of a successor’s appointment as an Applicable Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) such retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Administrative Agents. (a) The Applicable Revolving Administrative Agent may at any time give notice of its resignation to the Revolving Lenders, the L/C Issuers and, unless an Event of Default under Section 9.01(f) then exists, Issuer and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Term Lenders, in the case of the Administrative Agent, or the Required Revolving Lenders, in the case of the Revolving Facility Administrative Agent, Lenders shall have the right, in consultation with the consent of the Company at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed)Borrower, to appoint a successor, which shall be a bank with an office in the United StatesStates (other than a Defaulting Lender), or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Xxxx Xxxxxxx or the Required Revolving Lenders, as the case may be, Lenders and shall have accepted such appointment within 30 days after the retiring Applicable Revolving Administrative Agent gives notice of its resignation, then the retiring Applicable Revolving Administrative Agent may on behalf of the Revolving Lenders and the L/C IssuersIssuer, appoint a successor Applicable Revolving Administrative Agent meeting the qualifications set forth above; provided that if the Applicable Revolving Administrative Agent shall notify the Company Borrower and the Revolving Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Applicable Revolving Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Applicable Revolving Administrative Agent on behalf of the Revolving Lenders or the L/C Issuers Issuer under any of the Loan Credit Documents, the retiring Applicable Revolving Administrative Agent shall continue to hold such collateral security until such time as a successor Applicable Revolving Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Applicable Revolving Administrative Agent shall instead be made by or to each Revolving Lender and each the L/C Issuer directly, until such time as the Required Term Revolving Lenders or the Required Revolving Lenders, as the case may be, appoint a successor Applicable Revolving Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Applicable Revolving Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Applicable Revolving Administrative Agent, and the retiring Applicable Revolving Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Section Section). The fees payable by the Company Borrower to a successor Applicable Revolving Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring Applicable Revolving Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Article and Section 11.04 8.1 shall continue in effect for the benefit of such retiring Applicable Revolving Administrative Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Applicable Revolving Administrative Agent was acting as an Applicable Revolving Administrative Agent. . (b) Any resignation by CS or MSSF Bank of America as Revolving Administrative Agent or Revolving Facility Administrative Agent, respectively, pursuant to this Section shall also constitute its resignation as an L/C Issuer, so long as, effective upon such resignation, at least one L/C Issuer remains in such capacity and/or a successor L/C Issuer is appointed in accordance with the immediately following sentence and the aggregate Letter of Credit Sublimits of all remaining L/C Issuers is not less than the Letter of Credit Sublimit as in effect immediately prior to the effectiveness of such resignationSwing Line Lender. Upon the acceptance of a successor’s appointment as an Applicable Revolving Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C IssuerIssuer and Swing Line Lender, (ii) such the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to such the retiring L/C Issuer to effectively assume the obligations of such the retiring L/C Issuer with respect to such Letters of Credit. (c) The Term Administrative Agent may at any time give notice of its resignation to the Term Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Term Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States (other than a Defaulting Lender), or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Term Lenders and shall have accepted such appointment within 30 days after the retiring Term Administrative Agent gives notice of its resignation, then the retiring Term Administrative Agent may on behalf of the Term Lenders, appoint a successor Term Administrative Agent meeting the qualifications set forth above; provided that if the Term Administrative Agent shall notify the Borrower and the Term Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Term Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Term Administrative Agent on behalf of the Term Lenders under any of the Credit Documents, the retiring Term Administrative Agent shall continue to hold such collateral security until such time as a successor Term Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Term Administrative Agent shall instead be made by or to each Term Lender directly, until such time as the Required Term Lenders appoint a successor Term Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Term Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Term Administrative Agent, and the retiring Term Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Term Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Term Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 8.1 shall continue in effect for the benefit of such retiring Term Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Term Administrative Agent was acting as Term Administrative Agent.

Resignation of Administrative Agents. (a) The Applicable Administrative Agent may at any time give notice of its resignation to the Lenders, Lenders and the L/C Issuers and, unless an Event of Default under Section 9.01(f) then exists, the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Term Lenders, in the case of the Administrative Agent, or the Required Revolving Lenders, in the case of the Revolving Facility Administrative Agent, Lenders shall have the right, in consultation with the consent of the Company at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Xxxx Xxxxxxx or the Required Revolving Lenders, as the case may be, Lenders and shall have accepted such appointment within 30 days after the retiring Applicable Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Applicable Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Applicable Administrative Agent meeting the qualifications set forth above; , provided that if the Applicable in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall notify become effective in accordance with such notice on the Company Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (iv) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders that no qualifying Person has and shall have accepted such appointmentappointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date. (ac) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring Applicable or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except that in the case of for any collateral security held by the Applicable Administrative Agent on behalf of the Lenders indemnity payments or the L/C Issuers under any of the Loan Documents, other amounts then owed to the retiring Applicable or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Applicable Administrative Agent is appointed) and (b) Agent, all payments, communications and determinations provided to be made by, to or through the Applicable Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time time, if any, as the Required Term Lenders or the Required Revolving Lenders, as the case may be, appoint a successor Applicable Administrative Agent as provided for above in this Sectionabove. Upon the acceptance of a successor’s appointment as an Applicable Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retiredremoved) Applicable Administrative AgentAgent (other than as provided in Section 2.12(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring Applicable or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 8.06). The fees payable by the Company Borrower to a successor Applicable Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring Applicable or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article VIII and Section 11.04 9.04 shall continue in effect for the benefit of such retiring Applicable or removed Administrative Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Applicable or removed Administrative Agent was acting as an Applicable Administrative Agent. Any resignation by CS or MSSF as Administrative Agent or Revolving Facility Administrative Agent, respectively, pursuant to this Section shall also constitute its resignation as an L/C Issuer, so long as, effective upon such resignation, at least one L/C Issuer remains in such capacity and/or a successor L/C Issuer is appointed in accordance with the immediately following sentence and the aggregate Letter of Credit Sublimits of all remaining L/C Issuers is not less than the Letter of Credit Sublimit as in effect immediately prior to the effectiveness of such resignation. Upon the acceptance of a successor’s appointment as an Applicable Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) after such retiring L/C Issuer shall be discharged from all resignation or removal for as long as any of their respective duties and obligations them continues to act in any capacity hereunder or under the other Loan Documents, and (iii) including in respect of any actions taken in connection with transferring the agency to any successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of CreditAdministrative Agent.

Resignation of Administrative Agents. The Applicable Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and, unless an Event of Default under Section 9.01(f) then exists, the Company. Upon receipt of any such notice of resignation, the Required Term LendersXxxx Xxxxxxx, in the case of the Administrative Agent, or the Required Revolving Lenders, in the case of the Revolving Facility Administrative Agent, shall have the right, with the consent of the Company at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Xxxx Xxxxxxx or the Required Revolving Lenders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Applicable Administrative Agent gives notice of its resignation, then the retiring Applicable Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Applicable Administrative Agent meeting the qualifications set forth above; provided that if the Applicable Administrative Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Applicable Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Applicable Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Applicable Administrative Agent shall continue to hold such collateral security until such time as a successor Applicable Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Applicable Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Term Lenders or the Required Revolving Lenders, as the case may be, appoint a successor Applicable Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Applicable Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Applicable Administrative Agent, and the retiring Applicable Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section ). The fees payable by the Company to a successor Applicable Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Applicable Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Applicable Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Applicable Administrative Agent was acting as an Applicable Administrative Agent. Any resignation by CS or MSSF as Administrative Agent or Revolving Facility Administrative Agent, respectively, pursuant to this Section shall also constitute its resignation as an L/C Issuer, so long as, effective upon such resignation, at least one L/C Issuer remains in such capacity and/or a successor L/C Issuer is appointed in accordance with the immediately following sentence and the aggregate Letter of Credit Sublimits of all remaining L/C Issuers is not less than the Letter of Credit Sublimit as in effect immediately prior to the effectiveness of such resignation. Upon the acceptance of a successor’s appointment as an Applicable Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) such retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements satisfactory to such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Administrative Agents. The Applicable Administrative Agent may at any time give at least 30 days’ prior written notice of its resignation to the Lenders, the L/C Issuers and, unless an Event of Default under Section 9.01(f) then exists, Issuing Bank and the CompanyBorrowers. Upon receipt of any such notice of resignation, the Required Term Lenders, in the case of the Administrative Agent, or the Required Revolving Lenders, in the case of the Revolving Facility Administrative Agent, Majority Lenders shall have the right, with the consent of the Company at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed), right to appoint a successorsuccessor reasonably satisfactory to the Borrowers, which shall be a bank with an office in the United StatesNew York, or an Affiliate of any such bank with an office in the United StatesNew York. If no such successor shall have been so appointed by the Required Xxxx Xxxxxxx or Majority Lenders and consented to by the Required Revolving Lenders, as the case may be, Borrowers and shall have accepted such appointment within 30 days after the retiring Applicable Administrative Agent gives notice of its resignation, then the retiring Applicable Administrative Agent may on behalf of the Lenders and the L/C IssuersIssuing Bank, appoint a successor Applicable Administrative Agent meeting the qualifications set forth above; above provided that if the Applicable Administrative Agent shall notify the Company Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Applicable Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Applicable Administrative Agent on behalf of the Lenders or the L/C Issuers Issuing Bank under any of the Loan Documents, the retiring Applicable Administrative Agent shall continue to hold such collateral security until such time as a successor Applicable Administrative Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through the Applicable Administrative Agent shall instead be made by or to each Lender and each L/C Issuer the Issuing Bank directly, until such time as the Required Term Majority Lenders or the Required Revolving Lenders, as the case may be, appoint a successor Applicable Administrative Agent reasonably satisfactory to the Borrowers as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as an Applicable the Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Applicable Administrative Agent, and the retiring Applicable Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section paragraph). The fees payable by the Company Borrowers to a successor Applicable Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrowers and such successor. After the retiring Applicable Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Applicable the Administrative Agent, its sub‑agents sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Applicable Administrative Agent was acting as an Applicable the Administrative Agent. Any resignation by CS or MSSF as the Administrative Agent or Revolving Facility Administrative Agent, respectively, pursuant to this Section shall also constitute its resignation as an L/C Issuer, so long as, effective upon such resignation, at least one L/C Issuer remains in such capacity and/or a successor L/C Issuer is appointed in accordance with the immediately following sentence and the aggregate Letter of Credit Sublimits of all remaining L/C Issuers is not less than the Letter of Credit Sublimit as in effect immediately prior to the effectiveness of such resignationIssuing Bank. Upon the acceptance of a successor’s appointment as an Applicable Administrative Agent hereunder, (ia) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C IssuerIssuing Bank, (iib) such the retiring L/C Issuer Issuing Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iiic) the successor L/C Issuer Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, issued by such retiring L/C Issuer and outstanding at the time of such succession or make other arrangements arrangement satisfactory to such the retiring L/C Issuer Issuing Bank to effectively assume the obligations of such the retiring L/C Issuer Issuing Bank with respect to such Letters of Credit.