Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Banks and the Company, and the Agent may be removed at any time with or without cause by the Required Banks. Upon any such resignation or removal, the Required Banks have the right to appoint a successor Agent, subject to the Company’s approval of such successor Agent. If no successor Agent has been so appointed by the Required Banks (or if the Company shall fail to approve such a successor Agent) and has accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation or the Required Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, subject to the Company’s approval, appoint a successor Agent, that shall be a bank that has an office in New York, New York or assign all of its rights and delegate all of its obligations hereunder and under the other Basic Documents to the Banks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, or the assignment and delegation to the Banks as set forth in the preceding sentence, such successor Agent (or the Banks, as applicable) shall thereupon 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 any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this 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 Agent.

Resignation or Removal of Agent. (a) Subject to the appointment and acceptance provisions of subsection (c) of this Section 14A.8, any Person acting as a Funding Agent of a successor Agent as provided below, the Agent Funding Group may resign at any time resign as such Funding Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Banks Borrower, the Service Providers and the Company, and the Agent may be removed at any time with or without cause by the Required BanksAdministrative Agent. Upon any receiving such resignation or removalnotice of resignation, the Required Banks have Funding Group Majority Lenders of such Funding Group (with approval of the right Borrower, the Service Providers and Administrative Agent, in each case not to be unreasonably withheld or delayed) shall promptly appoint a successor AgentFunding Agent by written instrument, subject in duplicate, one copy of which instrument shall be delivered to the Company’s approval resigning Funding Agent and the other copy of such which instrument shall be delivered to the successor Funding Agent. If no successor Funding Agent has shall have been so appointed by the Required Banks (or if the Company shall fail to approve such a successor Agent) and has have accepted such appointment within 30 thirty (30) days after the retiring Agent’s giving of such notice of resignation or resignation, the Required Banks’ removal resigning Funding Agent may petition any court of competent jurisdiction for the retiring appointment of a successor Funding Agent. The Borrower shall reimburse the resigning Funding Agent, then the retiring Agent may, on behalf of the Banks, subject pursuant to the Company’s approvalFlow of Funds hereof, appoint a successor Agent, that for all expenses which shall be a bank that has an office have been incurred by such resigning Funding Agent in New York, New York or assign all of its rights accordance with this Agreement and delegate all of its obligations hereunder and under the other Basic Transaction Documents prior to the Banks. Upon the acceptance effective date of any appointment as Agent hereunder by a successor Agent, or the assignment and delegation to the Banks as set forth in the preceding sentence, resignation of such successor Agent (or the Banks, as applicable) shall thereupon 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 any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this 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 resigning Funding Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign If at any time by giving notice thereof Agent deems it advisable, in its sole discretion, it may submit to each of the Banks and Holders a written notification of its resignation as Agent under this Agreement, such resignation to be effective on the Company, and thirtieth (30th) day after the date of such notice. Agent may be removed at any time time, with or without cause cause, by vote of the Required BanksHolders. Upon any such resignation or removal, the Required Banks Holders shall have the right to appoint a successor Agent, subject to Agent from among the Company’s approval of such successor AgentHolders. If no successor Agent has shall have been so appointed by the Required Banks (or if the Company shall fail to approve such a successor Agent) Holders and has accepted such appointment within 30 thirty (30) days after the retiring Agent’s 's giving of notice of resignation or the Required Banks’ removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Banks, subject to the Company’s approvalHolders, appoint a successor Agent, that which successor Agent shall be either an existing Holder or a commercial bank that has an office in New York, New York or assign all of its rights and delegate all of its obligations hereunder and organized under the other Basic Documents to laws of the BanksUnited States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, or the assignment and delegation to the Banks as set forth in the preceding sentence, such successor Agent (or the Banks, as applicable) shall thereupon 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 hereunderunder this Agreement. Issuer and the Holders shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent’s 's resignation or removal hereunder as Agent, the provisions of this Section 10 12.7 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the AgentAgent under this Agreement.

Resignation or Removal of Agent. (a) Subject to the appointment and acceptance provisions of a successor Agent subsection (c) of this Section 14.8, any Person acting as provided below, the Administrative Agent may resign at any time resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Banks Service Providers, the Borrower and each of the Funding Agents. Upon receiving such notice of resignation, the Class Majority Lenders (with approval of the Borrower and the CompanyService Providers, and the Agent may not to be removed at any time with unreasonably withheld or without cause by the Required Banks. Upon any such resignation or removal, the Required Banks have the right to delayed) shall promptly appoint a successor AgentAdministrative Agent by written instrument, subject in duplicate, one copy of which instrument shall be delivered to the Company’s approval resigning Administrative Agent and the other copy of such which instrument shall be delivered to the successor Administrative Agent. If no successor Administrative Agent has shall have been so appointed by the Required Banks (or if the Company shall fail to approve such a successor Agent) and has have accepted such appointment within 30 thirty (30) days after the retiring Agent’s giving of such notice of resignation or resignation, the Required Banks’ removal resigning Administrative Agent may petition any court of competent jurisdiction for the retiring appointment of a successor Administrative Agent, then . The Borrower shall reimburse the retiring resigning Administrative Agent may, on behalf of the Banks, subject pursuant to the Company’s approval, appoint a successor Agent, Flow of Funds for all expenses that shall be a bank that has an office have been incurred by such resigning Administrative Agent in New York, New York or assign all of its rights accordance with this Agreement and delegate all of its obligations hereunder and under the other Basic Transaction Documents prior to the Banks. Upon the acceptance effective date of any appointment as Agent hereunder by a successor Agent, or the assignment and delegation to the Banks as set forth in the preceding sentence, resignation of such successor Agent (or the Banks, as applicable) shall thereupon 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 any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this 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 resigning Administrative Agent.

Resignation or Removal of Agent. (a) Subject to the appointment and acceptance provisions of subsection (c) of this Section 14A.8, any Person acting as a Funding Agent of a successor Agent as provided below, the Agent Funding Group may resign at any time resign as such Funding Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Banks Borrower, the Servicer and the Company, and the Agent may be removed at any time with or without cause by the Required BanksAdministrative Agent. Upon any receiving such resignation or removalnotice of resignation, the Required Banks have Funding Group Requisite Lenders of such Funding Group (with approval of the right Borrower, the Servicer and Administrative Agent, in each case not to be unreasonably withheld or delayed) shall promptly appoint a successor AgentFunding Agent by written instrument, subject in duplicate, one copy of which instrument shall be delivered to the Company’s approval resigning Funding Agent and the other copy of such which instrument shall be delivered to the successor Funding Agent. If no successor Funding Agent has shall have been so appointed by the Required Banks (or if the Company shall fail to approve such a successor Agent) and has have accepted such appointment within 30 thirty (30) days after the retiring Agent’s giving of such notice of resignation or resignation, the Required Banks’ removal resigning Funding Agent may petition any court of competent jurisdiction for the retiring appointment of a successor Funding Agent. The Borrower shall reimburse the resigning Funding Agent, then the retiring Agent may, on behalf of the Banks, subject pursuant to the Company’s approvalFlow of Funds hereof, appoint a successor Agent, that for all expenses which shall be a bank that has an office have been incurred by such resigning Funding Agent in New York, New York or assign all of its rights accordance with this Agreement and delegate all of its obligations hereunder and under the other Basic Transaction Documents prior to the Banks. Upon the acceptance effective date of any appointment as Agent hereunder by a successor Agent, or the assignment and delegation to the Banks as set forth in the preceding sentence, resignation of such successor Agent (or the Banks, as applicable) shall thereupon 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 any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this 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 resigning Funding Agent.

Resignation or Removal of Agent. (a) Subject to the appointment and acceptance provisions of a successor Agent subsection (c) of this Section 14.8, any Person acting as provided below, the Administrative Agent may resign at any time resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Banks Servicer, the Borrower and each of the Funding Agents. Upon receiving such notice of resignation, the Class A Requisite Lenders (with approval of the Borrower and the CompanyServicer, and the Agent may not to be removed at any time with unreasonably withheld or without cause by the Required Banks. Upon any such resignation or removal, the Required Banks have the right to delayed) shall promptly appoint a successor AgentAdministrative Agent by written instrument, subject in duplicate, one copy of which instrument shall be delivered to the Company’s approval resigning Administrative Agent and the other copy of such which instrument shall be delivered to the successor Administrative Agent. If no successor Administrative Agent has shall have been so appointed by the Required Banks (or if the Company shall fail to approve such a successor Agent) and has have accepted such appointment within 30 thirty (30) days after the retiring Agent’s giving of such notice of resignation or resignation, the Required Banks’ removal resigning Administrative Agent may petition any court of competent jurisdiction for the retiring appointment of a successor Administrative Agent, then . The Borrower shall reimburse the retiring resigning Administrative Agent may, on behalf of the Banks, subject pursuant to the Company’s approval, appoint a successor Agent, Flow of Funds for all expenses that shall be a bank that has an office have been incurred by such resigning Administrative Agent in New York, New York or assign all of its rights accordance with this Agreement and delegate all of its obligations hereunder and under the other Basic Transaction Documents prior to the Banks. Upon the acceptance effective date of any appointment as Agent hereunder by a successor Agent, or the assignment and delegation to the Banks as set forth in the preceding sentence, resignation of such successor Agent (or the Banks, as applicable) shall thereupon 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 any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this 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 resigning Administrative Agent.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Banks Lenders and the Company, and the Agent may be removed at any time with or without cause by the Required BanksRepresentative. Upon any such resignation or removalresignation, the Required Banks Lenders shall have the right to appoint a successor Agent which shall be a Lender and, prior to the occurrence of an Event of Default, Representative shall have the right to approve a successor Agent, subject to the Company’s which approval of such successor Agentshall not be unreasonably withheld. If no successor Agent has shall have been so appointed by the Required Banks (or if the Company Lenders and shall fail to approve such a successor Agent) and has have accepted such appointment within 30 thirty (30) days after the retiring Agent’s 's giving of notice of resignation or the Required Banks’ removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Banks, subject to the Company’s approvalLenders, appoint a successor AgentAgent (which is a Lender), that which shall be a bank that Lender which has an office in New York, New York or assign all a combined capital and surplus of its rights and delegate all of its obligations hereunder and under the other Basic Documents to the Banksat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, or the assignment and delegation to the Banks as set forth in the preceding sentence, such successor Agent (or the Banks, as applicable) shall thereupon 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 any retiring Agent’s 's resignation or removal hereunder as Agent, the provisions of this Section Article 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 Agent.

Resignation or Removal of Agent. (a) Subject to the appointment and acceptance provisions of a successor Agent subsection (c) of this Section 14.8, any Person acting as provided below, the Administrative Agent may resign at any time resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Banks Service Providers, the Borrower and each of the Funding Agents. Upon receiving such notice of resignation, the Class Majority Lenders (with approval of the Borrower and the CompanyService Providers, and the Agent may not to be removed at any time with unreasonably withheld or without cause by the Required Banks. Upon any such resignation or removal, the Required Banks have the right to delayed) shall promptly appoint a successor AgentAdministrative Agent by written instrument, subject in duplicate, one copy of which instrument shall be delivered to the Company’s approval resigning Administrative Agent and the other copy of such which instrument shall be delivered to the successor Administrative Agent. If no successor Administrative Agent has shall have been so appointed by the Required Banks (or if the Company shall fail to approve such a successor Agent) and has have accepted such appointment within 30 thirty (30) days after the retiring Agent’s giving of such notice of resignation or resignation, the Required Banks’ removal resigning Administrative Agent may petition any court of competent jurisdiction for the retiring appointment of a successor Administrative Agent, then . The Borrower shall reimburse the retiring resigning Administrative Agent may, on behalf of the Banks, subject pursuant to the Company’s approval, appoint a successor Agent, Flow of Funds for all expenses that shall be a bank that has an office have been incurred by such resigning Administrative Agent in New York, New York or assign all of its rights accordance with this Agreement and delegate all of its obligations hereunder and under the other Basic Transaction Documents prior to the Bankseffective date of resignation of such resigning Administrative Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, or the assignment and delegation to the Banks as set forth in the preceding sentence, such successor Agent (or the Banks, as applicable) shall thereupon 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 any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this 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 Agent.146