Common use of Resignation of the Administrative Agent Clause in Contracts

Resignation of the Administrative Agent. The Administrative Agent may resign at any time in accordance with, and subject to, the provisions of Article VIII of the Credit Agreement. Upon the acceptance of its appointment as the Administrative Agent by a successor, such successor shall 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 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 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 the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 6.03 shall continue in effect for the benefit of such retiring 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 acting as or on behalf of the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may resign at any time in accordance with, and subject togive notice of its resignation to the Issuing Bank, the provisions Banks and the Borrower. Upon receipt of Article VIII any such notice of resignation, the Required Banks may, with the consent of the Credit AgreementBorrower (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 Bank and the Banks and after consultation with the Issuing Bank, the Banks and the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as the a successor Administrative Agent by a successorAgent, such successor Person shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and 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 obligations as Administrative Agent under this Agreement and the other Security Loan Documents, and all Collateral, power, trusts, duties, documents, rights and authority of the . After any retiring Administrative Agent shall rest in the successor Agent's resignation as 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 the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 6.03 VIII shall continue in effect for the its benefit of such retiring 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 it while it was acting as or on behalf of 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 in accordance with, by giving notice thereof to the Lenders and subject tothe Borrower. Upon any such resignation, the provisions Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of Article VIII at least $500,000,000. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the Administrative Agent's giving of notice of resignation, then the Administrative Agent may, on behalf of the Credit AgreementLenders, appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such 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 and the other Security Documentsobligations hereunder. Such appointment and designation shall be full evidence of the right and authority of such successor After any retiring Administrative Agent to act Agent's resignation hereunder as Administrative Agent under this Agreement and the 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 the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 6.03 11.9 shall continue in effect for the its benefit of such retiring 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 it while it was acting as or on behalf of 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 in accordance with, by giving notice thereof to the Banks and subject tothe Company. Upon receipt of any such notice of resignation, the provisions Majority Banks shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of Article VIII notice of resignation, then the retiring Administrative Agent may, on behalf of the Credit AgreementBanks, 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 the a successor Administrative Agent by a successorAgent, such successor Person shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations, obligations hereunder and under this Agreement and the other Security Loan Documents. Such appointment and designation shall be full evidence of the right and authority of such successor After any retiring Administrative Agent to act Agent's resignation as Administrative Agent under this Agreement and the 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 the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 6.03 10 shall continue in effect for the its benefit of such retiring 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 it while it was acting as or on behalf of 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 in accordance with, by giving notice thereof to the Lenders and subject tothe Borrower. Upon any such resignation, the provisions Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of Article VIII at least $500,000,000. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the Administrative Agent's giving of notice of resignation, then the Administrative Agent may, on behalf of the Credit AgreementLenders, appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such 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 and the other Security Documentsobligations hereunder. Such appointment and designation shall be full evidence of the right and authority of such successor After any retiring Administrative Agent to act Agent's resignation hereunder as Administrative Agent under this Agreement and the 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 the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 6.03 12.9 shall continue in effect for the its benefit of such retiring 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 it while it was acting as or on behalf of 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 in accordance withby giving notice thereof to the Banks and the Company. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, subject to the approval of the Company, which approval shall not to be unreasonably withheld, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the 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 Banks and subject to, to the provisions of Article VIII approval of the Credit AgreementCompany, which 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 the a successor Administrative Agent by a successorAgent, such successor Person shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations, obligations hereunder and under this Agreement and the other Security Loan Documents. Such appointment and designation shall be full evidence of the right and authority of such successor After any retiring Administrative Agent to act Agent's resignation as Administrative Agent under this Agreement and the 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 the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 6.03 10 shall continue in effect for the its benefit of such retiring 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 it while it was acting as or on behalf of the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may resign at any time in accordance with, give notice of its resignation to the Banks and subject tothe Borrowers. Upon receipt of any such notice of resignation, the provisions Required Banks may, with the consent of Article VIII Premiere (which consent shall not be unreasonably withheld), 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 Credit AgreementBanks and with the consent of Premiere (which consent shall not be unreasonably withheld), appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as the a successor Administrative Agent by a successorAgent, such successor Person shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and 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 obligations as Administrative Agent under this Agreement and the other Security Loan Documents, and all Collateral, power, trusts, duties, documents, rights and authority of the . After any retiring Administrative Agent shall rest in the successor Agent's resignation as 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 the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 6.03 9 shall continue in effect for the its benefit of such retiring 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 it while it was acting as or on behalf of the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may resign at any time in accordance with, and subject togive notice of its resignation to the Issuing Banks, the provisions Banks and the Borrower. Upon receipt of Article VIII any such notice of resignation, the Required Banks may, with the consent of the Credit AgreementBorrower (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 the a successor Administrative Agent by a successorAgent, such successor Person shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and 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 obligations as Administrative Agent under this Agreement and the other Security Loan Documents, and all Collateral, power, trusts, duties, documents, rights and authority of the . After any retiring Administrative Agent shall rest in the successor Agent's resignation as 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 the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 6.03 IX shall continue in effect for the its benefit of such retiring 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 it while it was acting as or on behalf of the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may resign at any time in accordance with, and subject togive notice of its resignation to the Banks, the provisions Issuing Bank and the Borrower. Upon receipt of Article VIII any such notice of resignation, the Required Banks and the Issuing Bank may, after consultation with the 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 Credit AgreementBanks and the Issuing Bank and after consultation with the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as the a successor Administrative Agent by a successorAgent, such successor Person shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and 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 obligations as Administrative Agent under this Agreement the Loan Documents and the other Security Documents, and all Collateral, power, trusts, duties, documents, rights and authority of (b) the retiring Administrative Agent shall rest in promptly transfer all Collateral within its possession or control to the possession or control of the successor Administrative Agent, without any further deed or conveyance. The Grantors Agent and shall execute and deliver any such notices, instructions and all documents, conveyances assignments as may be necessary or instruments reasonably requested by desirable to transfer the Required Lenders or rights of the retiring Administrative Agent with respect to reflect such transfer the Collateral to the successor Administrative Agent. After the any retiring Administrative Agent’s 's resignation hereunderas Administrative Agent, the provisions of this Article and Section 6.03 8 shall continue in effect for the its benefit of such retiring 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 it while it was acting as or on behalf of the Administrative Agent.