Resignation of Existing Agent Sample Clauses

Resignation of Existing Agent. Immediately prior to giving effect to Sections 3 and 4 below and effective as of the Effective Date, pursuant to Section 10.06 of the Credit Agreement, the Existing Agent hereby resigns as Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents, including as “Mortgagee”, “Beneficiary”, “Agent”, “collateral agent”, and in any other equivalent capacity, as applicable under each of the Loan Documents upon the Effective Date; provided that, for the avoidance of doubt, notwithstanding anything set forth in Section 10.06 of the Credit Agreement, the Existing Agent is not resigning as an L/C Issuer under the Credit Agreement and shall not be discharged from its duties and obligations under the Credit Agreement or the other Loan Documents in its capacity as such L/C Issuer. Effective as of the Effective Date, regardless of any notice or other requirements set forth in Section 10.06 of the Credit Agreement, the Existing Agent’s rights, powers, privileges and duties (other than such rights expressly provided herein or that otherwise survive in accordance with the terms of the Credit Agreement and the other Loan Documents) as Administrative Agent, Swing Line Lender, “Mortgagee”, “Beneficiary”, “Agent”, “collateral agent” and in any other equivalent capacity, as applicable, shall be terminated, without any further act or deed on the part of the Existing Agent or any of the parties to the Credit Agreement or the other Loan Documents. After the Existing Agent’s resignation hereunder and under the other Loan Documents, the provisions of Article X and Section 11.04 of the Credit Agreement shall continue in effect for the benefit of the Existing 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 Existing Agent was acting (x) as Administrative Agent and Swing Line Lender under the Credit Agreement, or (y) to facilitate the Agency Appointment (as defined below), or the transfer of agency and assignment of Liens contemplated hereby, in any case, whether prior to, on, or after the Effective Date.
Sample 1
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Resignation of Existing Agent. After the Existing Agent completes its other obligations under this Agreement, including without limitation its obligations pursuant to Section 5 hereof, then the Existing Agent shall be deemed to have resigned its capacity as "Agent" pursuant to the Existing Operative Agreements, and all parties to this Agreement hereby agree that such resignation shall be immediately effective notwithstanding any further or additional requirement in the Existing Operative Agreements to the contrary, including without limitation, the notice requirement in Section 7.9 of the Credit Agreement (as defined in Appendix A to the Existing Participation Agreement).
Sample 1
Resignation of Existing Agent. The Existing Agent hereby notifies the Company and the Existing Lender in accordance with clause 30.12 (Resignation of Agent) of the Facility Agreement of its resignation as Agent to take effect upon Completion. The Company, SGG and the Existing Lender confirm that this satisfies the requirement for notice and consultation under clause 30.12 (Resignation of Agent) of the Facility Agreement.
Sample 1

Related to Resignation of Existing Agent

  • Resignation of Trustee Any Trustee hereunder may resign by a notice in writing delivered to the Grantor, if the Grantor is then living, and, after the Grantor’s death, to all current Beneficiaries of the Trust.

  • Resignation of Agent The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. The Initial Agent may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, the Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement, and any successor master servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place thereof without any further notice or other action.

  • Resignation of Master Servicer Except as otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee and any NIMS Insurer. No such resignation shall become effective until the Securities Administrator shall have assumed, or a successor master servicer acceptable to any NIMS Insurer and the Securities Administrator shall have been appointed by the Trustee and until such successor shall have assumed, the Master Servicer’s responsibilities and obligations under this Agreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the Trustee, the Securities Administrator and any NIMS Insurer.

  • Resignation; Successor Agent Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

  • Resignation of the Servicer The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Transferors and the Trustee, in form satisfactory to the Transferors and the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates or by any other entity the appointment of which shall have satisfied the Rating Agency Condition and, in either case, qualifies as an Eligible Servicer. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee and the Transferors. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction at the expense of the resigning Servicer to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer. Notwithstanding anything in this Agreement to the contrary, TRS or Centurion Bank, as Servicer, may assign part or all of its obligations and duties as Servicer under this Agreement to an Affiliate of TRS so long as TRS or Centurion Bank, as the case may be, shall have fully guaranteed the performance of such obligations and duties under this Agreement and such assignment will not constitute a resignation.

  • Resignation of Agents Any Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), 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 Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring 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 Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring 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 Agent was acting as Administrative Agent or Collateral Agent hereunder.

  • Resignation Consolidation or Merger of Warrant Agent (a) The Warrant Agent, or any successor, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days notice in writing to the Company, except that shorter notice may be given if the Company, in writing, accepts such shorter notice as sufficient. If the office of Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.

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