Common use of Resignation of the Administrative Agent Clause in Contracts

Resignation of the Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Issuing Banks, the Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Banks may, with the consent of the Borrower (which consent shall not be unreasonably withheld and shall not be required during an Event of Default), appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Banks and the Banks and after consultation with the Issuing Banks, the Banks and the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Loan Documents. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give by giving notice of its resignation thereof to the Issuing Banks, the Banks and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Majority Banks may, with shall have the consent of the Borrower (which consent shall not be unreasonably withheld and shall not be required during an Event of Default), right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Majority Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Banks and the Banks and after consultation with the Issuing Banks, the Banks and the Borrower, appoint a successor Administrative Agent, which shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $500,000,000. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Loan Documents. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article IX Section 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may resign at any time give by giving notice of its resignation thereof to the Issuing Banks, the Banks Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Banks may, with Lenders shall have the consent of the Borrower (which consent shall not be unreasonably withheld and shall not be required during an Event of Default), right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. If no successor Administrative Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Banks and the Banks and after consultation with the Issuing Banks, the Banks and the BorrowerLenders, appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance by of any Person of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such Person successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, privileges and duties and obligations of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Loan Documentshereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX Section 12.9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Issuing Banks, the Banks and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Banks may, with the consent of the Borrower Premiere (which consent shall not be unreasonably withheld and shall not be required during an Event of Defaultwithheld), appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Banks and the Banks and after consultation with the Issuing Banks, the Banks and the Borrowerconsent of Premiere (which consent shall not be unreasonably withheld), appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Loan Documents. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article IX 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Issuing BanksBank, the Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Banks may, with the consent of the Borrower (which consent shall not be unreasonably withheld and shall not be required during an Event of Default), appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Banks Bank and the Banks and after consultation with the Issuing BanksBank, the Banks and the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Loan Documents. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article IX VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give by giving notice of its resignation thereof to the Issuing Banks, the Banks and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Majority Banks mayshall have the right, with subject to the consent approval of the Borrower (Company, which consent approval shall not to be unreasonably withheld and shall not be required during an Event of Default)withheld, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Majority Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Banks and subject to the Banks and after consultation with approval of the Issuing BanksCompany, the Banks and the Borrowerwhich approval shall not be unreasonably withheld, appoint a successor Administrative Agent, which shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $500,000,000. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Loan Documents. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article IX Section 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Issuing Banks, the Banks Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Banks and the Issuing Bank may, after consultation with the consent of the Borrower (which consent shall not be unreasonably withheld and shall not be required during an Event of Default)Borrower, appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Banks and the Issuing Bank and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Banks and the Banks Issuing Bank and after consultation with the Issuing Banks, the Banks and the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Loan DocumentsDocuments and (b) the retiring Administrative Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Administrative Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Administrative Agent with respect to the Collateral to the successor Administrative Agent. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article IX 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may resign at any time give by giving notice of its resignation thereof to the Issuing Banks, the Banks Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Banks may, with Lenders shall have the consent of the Borrower (which consent shall not be unreasonably withheld and shall not be required during an Event of Default), right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. If no successor Administrative Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Banks and the Banks and after consultation with the Issuing Banks, the Banks and the BorrowerLenders, appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance by of any Person of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such Person successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, privileges and duties and obligations of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Loan Documentshereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX Section 11.9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may resign at any time give notice of its resignation to the Issuing Banksin accordance with, and subject to, the Banks and the Borrower. Upon receipt provisions of any such notice of resignation, the Required Banks may, with the consent Article VIII of the Borrower (which consent shall not be unreasonably withheld and shall not be required during an Event of Default), appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Banks and the Banks and after consultation with the Issuing Banks, the Banks and the Borrower, appoint a successor Administrative AgentCredit Agreement. Upon the acceptance by any Person of its appointment as the Administrative Agent by a successor Administrative Agentsuccessor, such Person successor shall thereupon succeed to and become vested with all the rights, powers, privileges, privileges and duties and obligations of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations obligations, under this Agreement and the other Security Documents. Such appointment and designation shall be full evidence of the right and authority of such successor Administrative Agent to act as Administrative Agent under this Agreement and the Loan other Security Documents, and all Collateral, power, trusts, duties, documents, rights and authority of the retiring Administrative Agent shall rest in the successor Administrative Agent, without any further deed or conveyance. The Grantors shall execute and deliver any and all documents, conveyances or instruments reasonably requested by the Required Lenders or the retiring Administrative Agent to reflect such transfer to the successor Administrative Agent. After any retiring the Administrative Agent's ’s resignation as Administrative Agenthereunder, the provisions of this Article IX and Section 6.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit 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 was acting as or on behalf of the Administrative Agent.