Common use of Resignation of Agents; Successor Administrative Agent Clause in Contracts

Resignation of Agents; Successor Administrative Agent. Any Agent may resign at any time by giving 30 days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation by Administrative Agent, Requisite Lenders shall have the right, upon five Business Days’ notice to Company, to appoint a successor Administrative Agent. If no such successor shall have been so appointed by Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, the retiring Administrative Agent may, on behalf of Lenders, appoint a successor Administrative Agent. If Administrative Agent shall notify Lenders and Company that no Person has accepted such appointment as successor Administrative Agent, such resignation shall nonetheless become effective in accordance with Administrative Agent’s notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, except that any Collateral held by Administrative Agent will continue to be held by it until a Person shall have accepted the appointment of successor Administrative Agent and (ii) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by, to or through each Lender directly, until such time as Requisite Lenders appoint a successor Administrative Agent in accordance with this Section 8.5. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement (if not already discharged as set forth above). After any retiring Agent’s resignation hereunder, the provisions of this ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Resignation of Agents; Successor Administrative Agent. Any Agent may resign at any time by giving 30 days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation by Administrative Agent, Requisite Lenders shall have the right, upon five Business Days’ notice to Company, to appoint a successor Administrative Agent. If no such successor shall have been so appointed by Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, the retiring Administrative Agent may, on behalf of LendersXxxxxxx, appoint a successor Administrative Agent. If Administrative Agent shall notify Lenders and Company that no Person has accepted such appointment as successor Administrative Agent, such resignation shall nonetheless become effective in accordance with Administrative Agent’s notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, except that any Collateral held by Administrative Agent will continue to be held by it until a Person shall have accepted the appointment of successor Administrative Agent and (ii) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by, to or through each Lender directly, until such time as Requisite Lenders appoint a successor Administrative Agent in accordance with this Section 8.5. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement (if not already discharged as set forth above). After any retiring Agent’s resignation hereunder, the provisions of this ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Resignation of Agents; Successor Administrative Agent. Any Agent may resign at any time by giving 30 days’ ' prior written notice thereof to Lenders and Company. Upon any such notice of resignation by Administrative Agent, Requisite Lenders shall have the right, upon five Business Days’ ' notice to Company, to appoint a successor Administrative Agent. If no such successor shall have been so appointed by Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, the retiring Administrative Agent may, on behalf of LendersXxxxxxx, appoint a successor Administrative Agent. If Administrative Agent shall notify Lenders and Company that no Person has accepted such appointment as successor Administrative Agent, such resignation shall nonetheless become effective in accordance with Administrative Agent’s 's notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, except that any Collateral held by Administrative Agent will continue to be held by it until a Person shall have accepted the appointment of successor Administrative Agent Agent, and (ii) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by, to or through each Lender directly, until such time as Requisite Lenders appoint a successor Administrative Agent in accordance with this Section 8.5subsection 9.5. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement (if not already discharged as set forth above). After any retiring Agent’s 's resignation hereunder, the provisions of this ARTICLE VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Resignation of Agents; Successor Administrative Agent. Any Agent may resign at any time by giving 30 days’ prior written notice thereof to Lenders and CompanyParent. Upon any such notice of resignation by Administrative Agent, Requisite Lenders shall have the right, upon five Business Days’ notice to CompanyParent, to appoint a successor Administrative Agent. If no such successor shall have been so appointed by Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, the retiring Administrative Agent may, on behalf of Lenders, appoint a successor Lenders shall serve as Administrative Agent. If Administrative Agent shall notify Lenders and Company Parent that no Person has accepted such appointment as successor Administrative Agent, such resignation shall nonetheless become effective in accordance with Administrative Agent’s notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, except that any Collateral held by Administrative Agent will continue to be held by it until a Person shall have accepted the appointment of successor Administrative Agent Agent, and (ii) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by, to or through each Lender directly, until such time as Requisite Lenders appoint a successor Administrative Agent in accordance with this Section 8.5. subsection 9.5A. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement (if not already discharged as set forth above). Upon any such notice of resignation by Tranche A Paying Agent, Tranche A Paying Agent shall continue to serve as Tranche A Paying Agent unless and until such time as (1) Administrative Agent and Lenders holding more than 50% of the Tranche A Term Loans have appointed a successor Tranche A Paying Agent, (2) Tranche A Paying Agent shall have executed and delivered to Administrative Agent a transfer notice in the form of Annex D to the Tranche A Letter of Credit providing for such successor Tranche A Paying Agent to be named as beneficiary of the Tranche A Letter of Credit, and (3) the successor Tranche A Paying Agent shall have been named as beneficiary of the Tranche A Letter of Credit. After any retiring Agent’s resignation hereunder, each of (x) the provisions of this ARTICLE VIII Section 9 and of subsections 2.6D, 2.7, 2.8B, 10.2, 10.3, 10.4, 10.5, 10.9B, 10.13, 10.15, 10.16, 10.17 and 10.18, in each case, as in effect immediately prior to such resignation, and (y) all other rights of the retiring Agent that are expressly provided in this Agreement or any other Loan Document (in each case, as in effect immediately prior to such resignation) to survive the resignation of such Agent or the termination of this Agreement or such other Loan Document, shall in each case survive such resignation and shall inure to its benefit (and that of its sub-agents and its and their respective directors, officers, employees, agents, affiliates and advisors) as to any actions taken or omitted to be taken by it (or them) while it was an Agent under this Agreement, notwithstanding any amendment, modification, waiver or termination of this Agreement or any other Loan Document.

Resignation of Agents; Successor Administrative Agent. Any The Administrative Agent may resign at any time resign by giving 30 days’ prior written notice thereof of its resignation to the Lenders and Companythe Borrower. Upon receipt of any such notice of resignation by Administrative Agentor delivery of such removal notice, Requisite the Required Lenders shall have the right, upon five Business Days’ notice to Companywith the consent of the Borrower (provided that such consent shall not be unreasonably withheld or delayed), to appoint a successor Administrative Agentsuccessor, 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 Requisite the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation or the delivery of such removal notice, then (a) in the case of a retirement, the retiring Administrative Agent may, may on behalf of the Lenders, appoint a successor Administrative Agent. If Agent meeting the qualifications set forth above (including the consent of the Borrower) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that (x) in the case of a retirement, if such Administrative Agent shall notify the Borrower and the Lenders and Company that no qualifying Person has accepted such appointment as successor Administrative Agentor (y) in the case of a removal, the Required Lenders notify the Borrower that no qualifying Person has accepted such appointment, then, in each case, such resignation or removal shall nonetheless become effective in accordance with Administrative Agent’s such notice and (i) the retiring or removed 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 Administrative Agent on behalf of the Lenders under any of the Loan Documents, except that any Collateral held by the retiring or removed Administrative Agent will shall continue to be held by it hold such collateral security, as bailee, until such time as a Person shall have accepted the appointment of successor Administrative Agent and is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by, by or to or through each Lender directlydirectly (and each Lender will cooperate with the Borrower to enable the Borrower to take such actions), until such time as Requisite the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent Agent, as provided for above in accordance with this Section 8.58.06 and (iii) the Borrower and the Lenders agree that in no event shall the retiring Administrative Agent or any of its Affiliates or any of their respective officers, directors, employees, agents advisors or representatives have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor Administrative Agent to be appointed and to accept such appointment. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a hereunder, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement the other Loan Documents (if not already discharged therefrom as set forth aboveprovided above in this Article). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this ARTICLE Article VIII and Section 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was an Agent under this Agreementacting as Administrative Agent.

Resignation of Agents; Successor Administrative Agent. Any Agent may resign at any time by giving 30 days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation by Administrative Agent, Requisite Lenders shall have the right, upon five Business Days’ notice to Company, to appoint a successor Administrative Agent; provided that, unless an Event of Default has occurred and is continuing or if such successor Administrative Agent is not a Lender hereunder, such successor Administrative Agent shall be reasonably acceptable to Company, whose consent shall not be unreasonably withheld or delayed. If no such successor shall have been so appointed by Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, the retiring Administrative Agent may, on behalf of Lenders, appoint a successor Administrative Agent; provided that, unless an Event of Default has occurred and is continuing or if such successor Administrative Agent is not a Lender hereunder, such successor Administrative Agent shall be reasonably acceptable to Company, whose consent shall not be unreasonably withheld or delayed. If Administrative Agent shall notify Lenders and Company that no Person has accepted such appointment as successor Administrative Agent, such resignation shall nonetheless become effective in accordance with Administrative Agent’s notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, except that any Collateral held by Administrative Agent will continue to be held by it until a Person shall have accepted the appointment of successor Administrative Agent and (ii) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by, to or through each Lender directly, until such time as Requisite Lenders appoint a successor Administrative Agent in accordance with this Section 8.59.5. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement (if not already discharged as set forth above). After any retiring Agent’s resignation hereunder, the provisions of this ARTICLE VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.