Resignation of the Agents. Any Agent may at any time give notice of its resignation to the Lenders, Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor with the consent of the Borrower (not to be unreasonably withheld or delayed), which shall be a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States. During an Agent Default Period, the Borrower and the Required Lenders may remove the relevant Agent subject to the execution and delivery by the Borrower and the Required Lenders of removal and liability release agreements reasonably satisfactory to the relevant Agent, which removal shall be effective upon the acceptance of appointment by a successor as such Agent. Upon any proposed removal of an Agent during an Agent Default Period, the Required Lenders shall have the right to appoint a successor with the consent of the Borrower (not to be unreasonably withheld or delayed), which shall be a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States. In the case of the resignation of an Agent, if no such successor shall have been so appointed by the Required Lenders and the Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (a) 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 security held by the Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security, as bailee, until such time as a successor Collateral Agent is appointed), (b) 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 or Issuing Bank directly, until such time as the Required Lenders and the Borrower appoint a successor Administrative Agent as provided for above in this Section and (c) the Borrower and the Lenders agree that in no event shall the retiring Agent or any of its Affiliates or any of their respective officers, directors, employees, agents advisors or representatives have any l...
Resignation of the Agents. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents (including, without limitation, its functions and duties as Collateral Agent) at any time by giving 30 Business Days' prior written notice to the Lenders and, unless a Default or an Event of Default under Section 10.05
Resignation of the Agents. (a) At any time, either Agent may resign by giving notice to the Lenders and the Borrower or, after consultation with the Borrower, the Majority Lenders may, by notice to either Agent (copied to the Borrower), require such Agent to resign. In such case, the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent. If the Majority Lenders have not appointed a successor Agent within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor.
(b) Notwithstanding paragraph (a) of this Clause 23.12, either Agent may, at any time, resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Borrower.
(c) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(d) The retiring Agent’s resignation notice shall only take effect upon the appointment of a successor.
(e) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 23. Its successor and each of the other parties shall have the same rights and obligations among themselves as they would have had if such successor had been an original party to this Agreement.
Resignation of the Agents. (a) Each Agent may resign its appointment under this Agreement by giving not less than thirty days' prior written notice to that effect to each of the other Parties stating whether or not it has appointed its Affiliate as its successor. No Agent's resignation shall become effective until a successor has been appointed pursuant to this Clause 28.8, and in respect of the resignation of a retiring Security Agent, shall not become effective until the Facility Agent is satisfied that all things required to be done in order that the Security Documents or replacements therefor shall provide for effective and perfected security in favour of the replacement Security Agent have been done. The Obligors shall take such action as may be necessary in order that the Security Documents or replacements therefor shall provide for effective and perfected security in favour of any replacement Security Agent.
Resignation of the Agents. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders and the Borrower in writing. Upon any such resignation, the Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Required Lenders (subject, so long as no Event of Default has occurred and is continuing, to the consent of the Borrower, not to be unreasonably withheld or delayed) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent's resignation hereunder, the provisions of this Article and Section 9.05 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 Agent.
Resignation of the Agents. (a) An Agent may resign and appoint one of its Affiliates, acting through an office in Hong Kong, as successor Agent by giving notice to the other Finance Parties and the Company.
Resignation of the Agents. (a) Any Agent may resign and appoint one of its Affiliates acting through an office in Milan as successor by giving notice to the Lenders and the Borrower.
Resignation of the Agents. (a) Any Agent may resign and appoint one of its Affiliates organized under the laws of the United States or any state thereof as successor by giving notice to the other Finance Parties and the Borrower.
Resignation of the Agents. (a) Each Agent may resign and appoint one of its Affiliates located in: (i) any jurisdiction in which a Lender is situated; (ii) Hungary; (iii) any jurisdiction in the European Union; and/or (iv) any jurisdiction which is a party to a double taxation agreement in force on the date of such appointment the effect of which is to provide for all payments made (by the relevant Obligor) under the Finance Documents to be made (subject to the completion of any necessary procedural formalities) without a Tax Deduction, as successor by giving notice to the Lenders and the Obligors.
Resignation of the Agents. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving 30 Business Days' prior written notice to the Lenders and, unless a Default or an Event of Default under Section 10.05 then exists, the Borrower. Any such resignation by an Agent hereunder shall also constitute its resignation (if applicable) as a Letter of Credit Issuer and Swingline Lender, in which case the resigning Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Letter of Credit Issuer or Swingline Lender, as the case may be, with respect to any Letter of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below.
(b) Upon any such notice of resignation, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower.
