Common use of Resignation or Removal of Administrative Agent Clause in Contracts

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving notice thereof to each Bridge Loan Lender. Upon any such resignation, a successor Administrative Agent may be appointed by the Bridge Loan Lenders. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder, except to the extent provided above for acts or omissions prior to the resignation or termination. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, (a) the provisions of Sections 4.6 and 4.7 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 Administrative Agent, (b) any Collateral held in possession of the resigning Administrative Agent shall be delivered to the successor Administrative Agent, and (c) the resigning Administrative Agent shall assign all of its rights as secured party, mortgagee, assignee, deed of trust beneficiary or other similar position with respect to all of the Collateral to the successor Administrative Agent for the pro rata benefit of the Bridge Loan Lenders.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the The Administrative Agent may resign at any time by giving notice thereof to each Bridge Loan Lenderthe Lenders and the Borrower. Upon any such resignation or removal, the Majority Lenders, with the consent of the Borrower, shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent may which shall be appointed by a commercial bank organized under the Bridge Loan Lenderslaws of the United States of America having combined capital and surplus of at least $100,000,000. Upon the acceptance of any such appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Administrative Agent, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder, except to the extent provided above for acts or omissions prior to the resignation or termination. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, (a) the provisions of Sections 4.6 this Article XI and 4.7 Section 12.03 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, (b) any Collateral held in possession of the resigning Administrative Agent shall be delivered to the successor Administrative Agent, and (c) the resigning Administrative Agent shall assign all of its rights as secured party, mortgagee, assignee, deed of trust beneficiary or other similar position with respect to all of the Collateral to the successor Administrative Agent for the pro rata benefit of the Bridge Loan Lenders.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this Section 11.06, the Administrative Agent may resign at any time by giving notice thereof to each Bridge Loan Lendernotifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent may which shall be appointed by the Bridge Loan Lendersa bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Administrative Agent, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder, except to the extent provided above for acts or omissions prior to the resignation or termination. After any retiring the Administrative Agent’s resignation or removal hereunder as Administrative Agenthereunder, (a) the provisions of Sections 4.6 this Article XI and 4.7 Section 12.03 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 Administrative Agent, (b) any Collateral held in possession of the resigning Administrative Agent shall be delivered to the successor Administrative Agent, and (c) the resigning Administrative Agent shall assign all of its rights as secured party, mortgagee, assignee, deed of trust beneficiary or other similar position with respect to all of the Collateral to the successor Administrative Agent for the pro rata benefit of the Bridge Loan Lenders.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving 30 days' notice thereof to each Bridge Loan Lender. Upon any such resignationthe Lenders and Borrower, a successor and the Administrative Agent may be appointed removed at any time with or without cause by the Bridge Loan Majority Lenders, with the consent of Borrower (not to be unreasonably withheld or delayed) absent an Event of Default existing at such time (the determination of Majority Lenders for purposes of this Section 11.08 to be made without reference to any Revolving Credit Commitments, Revolving Credit Loans or Letter of Credit Liabilities held by the Administrative Agent). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Administrative Agent, and the resigning retiring Administrative Agent shall be discharged from all of its duties 110 -104- duties, liabilities and obligations hereunder, except to the extent provided above for acts or omissions prior to the resignation or termination. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, (a) the provisions of Sections 4.6 this Section 11, Section 12.03 and 4.7 all other similar provisions 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, (b) any Collateral held in possession of the resigning Administrative Agent shall be delivered to the successor Administrative Agent, and (c) the resigning Administrative Agent shall assign all of its rights as secured party, mortgagee, assignee, deed of trust beneficiary or other similar position with respect to all of the Collateral to the successor Administrative Agent for the pro rata benefit of the Bridge Loan Lenders.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving 30 days' notice thereof to each Bridge Loan Lender. Upon any such resignationthe Lenders and Borrower, a successor and the Administrative Agent may be appointed removed at any time with or without cause by the Bridge Loan Majority Lenders, with the consent of Borrower (not to be unreasonably withheld or delayed) absent an Event of Default existing at such time (the determination of Majority Lenders for purposes of this Section 11.08 to be made without reference to any Commitments, Loans or Letter of Credit Liabilities held by the Administrative Agent). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Administrative Agent, and the resigning retiring Administrative Agent shall be discharged from all of its duties duties, liabilities and obligations hereunder, except to the extent provided above for acts or omissions prior to the resignation or termination. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, (a) the provisions of Sections 4.6 this Section 11, Section 12.03 and 4.7 all other similar provisions 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, (b) any Collateral held in possession of the resigning Administrative Agent shall be delivered to the successor Administrative Agent, and (c) the resigning Administrative Agent shall assign all of its rights as secured party, mortgagee, assignee, deed of trust beneficiary or other similar position with respect to all of the Collateral to the successor Administrative Agent for the pro rata benefit of the Bridge Loan Lenders.