Common use of Resignation or Removal of Credit Facility Agent Clause in Contracts

Resignation or Removal of Credit Facility Agent. (a) The Credit Facility Agent may resign from the performance of all its functions and duties hereunder and under the other Finance Documents at any time by giving thirty (30) days’ prior notice to the Borrower, the Lenders and the Issuing Banks. The Credit Facility Agent may be removed at any time (i) by the Required Lenders for such Person’s gross negligence, fraud or willful misconduct or (ii) by the Borrower, with the consent of the Required Lenders and so long as no Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing, for such Person’s gross negligence, fraud or willful misconduct. In the event Natixis, New York Branch is no longer the Credit Facility Agent, any successor Credit Facility Agent may be removed at any time with cause by the Required Lenders. Any such resignation or removal shall take effect upon the appointment of a successor Credit Facility Agent, in accordance with this Section 10.07 (Resignation or Removal of Credit Facility Agent) and Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement. (b) Upon any notice of resignation by the Credit Facility Agent or upon the removal of the Credit Facility Agent by the Required Lenders, or by the Borrower with the approval of the Required Lenders pursuant to Section 10.07(a) (Resignation or Removal of Credit Facility Agent), the Required Lenders shall appoint a successor Credit Facility Agent, hereunder and under each other Finance Document to which the Credit Facility Agent is a party, such successor Credit Facility Agent to be a commercial bank or financial institution having combined capital and surplus of at least $1,000,000,000; provided that, if no Loan Facility Event of Default or Unmatured Loan Facility Event of Default shall then be Continuing, the appointment of a successor Credit Facility Agent shall also be subject to the prior written consent of the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the Borrower to a successor Credit Facility Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. (c) If no successor Credit Facility Agent shall have been so appointed and shall have accepted such appointment within sixty (60) days after (i) the retiring Credit Facility Agent gives notice of its resignation or (ii) the date fixed for such removal, as applicable, the Credit Facility Agent shall, at the expense of the Obligors, petition any court of competent jurisdiction in the United States for the appointment of a successor Credit Facility Agent. Such court may thereupon, after such notice, if any, as it may prescribe, appoint a successor Credit Facility Agent. If no successor Credit Facility Agent shall have been so appointed in accordance with clauses (a) and (b) above or (A) this clause (c) and shall have accepted such appointment within ninety (90) days or (B) in the case of this clause (c) if the Credit Facility Agent, acting reasonably, cannot determine a court of competent jurisdiction in the United States that will consider the petition contemplated in this clause (c) within sixty (60) days, in each case after (x) the retiring Credit Facility Agent gives notice of its resignation or (y) the date fixed for such removal, as applicable, the Credit Facility Agent may, at the expense of the Obligors, appoint a successor Credit Facility Agent meeting the criteria set forth in Section 10.07(b) (Resignation or Removal of Credit Facility Agent.); provided that, if no Loan Facility Event of Default shall then be Continuing, the appointment of such successor Credit Facility Agent shall also be subject to the prior written consent of the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed); provided, further, that if no successor Credit Facility Agent shall have been so appointed by the Credit Facility Agent within thirty (30) days after the termination of such 90-day period, the Obligors may appoint a successor Credit Facility Agent with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed). (d) Upon the acceptance of a successor’s appointment as Credit Facility Agent hereunder and compliance with the provisions of Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Credit Facility Agent, and the retiring (or removed) Credit Facility Agent shall be discharged from all of its duties and obligations hereunder or under the other Finance Documents. After the retirement or removal of the Credit Facility Agent hereunder and under the other Finance Documents, the provisions of this Article X and Section 11.07 (Indemnification by the Borrower) shall continue in effect for the benefit of such retiring (or removed) Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Person was acting in its capacity as Credit Facility Agent. (e) Notwithstanding anything in this Agreement, no resignation or, as the case may be, removal of the Credit Facility Agent shall be effective until the following conditions are satisfied: (i) the Credit Facility Agent has transferred to its successor all the rights and obligations in its capacity as Credit Facility Agent under this Credit Facility Agreement, the Common Terms Agreement and the other Finance Documents to which it is party as the Credit Facility Agent; and (ii) the requirements of Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement have been satisfied.

Resignation or Removal of Credit Facility Agent. (a) The Credit Facility Agent may resign from the performance of all its functions and duties hereunder and under the other Finance Documents at any time by giving thirty (30) days’ prior notice to the Borrower, the Lenders and the Issuing Banks. The Credit Facility Agent may be removed at any time (i) by the Required Lenders for such Person’s gross negligence, fraud or willful misconduct or (ii) by the Borrower, with the consent of the Required Lenders and so long as no Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing, for such Person’s gross negligence, fraud or willful misconduct. In the event Natixis, New York Branch is no longer the Credit Facility Agent, any successor Credit Facility Agent may be removed at any time with cause by the Required Lenders. Any such resignation or removal shall take effect upon the appointment of a successor Credit Facility Agent, in accordance with this Section 10.07 (Resignation or Removal of Credit Facility Agent) and Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement. (b) Upon any notice of resignation by the Credit Facility Agent or upon the removal of the Credit Facility Agent by the Required Lenders, or by the Borrower with the approval of the Required Lenders pursuant to Section 10.07(a) (Resignation or Removal of Credit Facility Agent), the Required Lenders shall appoint a successor Credit Facility Agent, hereunder and under each other Finance Document to which the Credit Facility Agent is a party, such successor Credit Facility Agent to be a commercial bank or financial institution having combined capital and surplus of at least $1,000,000,000; provided that, if no Loan Facility Event of Default or Unmatured Loan Facility Event of Default shall then be Continuing, the appointment of a successor Credit Facility Agent shall also be subject to the prior written consent of the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the Borrower to a successor Credit Facility Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. (c) If no successor Credit Facility Agent shall have been so appointed and shall have accepted such appointment within sixty (60) days after (i) the retiring Credit Facility Agent gives notice of its resignation or (ii) the date fixed for such removal, as applicable, the Credit Facility Agent shall, at the expense of the Obligors, petition any court of competent jurisdiction in the United States for the appointment of a successor Credit Facility Agent. Such court may thereupon, after such notice, if any, as it may prescribe, appoint a successor Credit Facility Agent. If no successor Credit Facility Agent shall have been so appointed in accordance with clauses (a) and (b) above or (A) this clause (c) and shall have accepted such appointment within ninety (90) days or (B) in the case of this clause (c) if the Credit Facility Agent, acting reasonably, cannot determine a court of competent jurisdiction in the United States that will consider the petition contemplated in this clause (c) within sixty (60) days, in each case after (x) the retiring Credit Facility Agent gives notice of its resignation or (y) the date fixed for such removal, as applicable, the Credit Facility Agent may, at the expense of the Obligors, appoint a successor Credit Facility Agent meeting the criteria set forth in Section 10.07(b) (Resignation or Removal of Credit Facility Agent.); provided that, if no Loan Facility Event of Default shall then be Continuing, the appointment of such successor Credit Facility Agent shall also be subject to the prior written consent of the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed); providedprovided further that, further, that if no successor Credit Facility Agent shall have been so appointed by the Credit Facility Agent within thirty (30) days after the termination of such 90-day period, the Obligors may appoint a successor Credit Facility Agent with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed). (d) Upon the acceptance of a successor’s appointment as Credit Facility Agent hereunder and compliance with the provisions of Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Credit Facility Agent, and the retiring (or removed) Credit Facility Agent shall be discharged from all of its duties and obligations hereunder or under the other Finance Documents. After the retirement or removal of the Credit Facility Agent hereunder and under the other Finance Documents, the provisions of this Article X (The Credit Facility Agent) and Section 11.07 (Indemnification by the BorrowerObligors) shall continue in effect for the benefit of such retiring (or removed) Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Person was acting in its capacity as Credit Facility Agent. (e) Notwithstanding anything in this Agreement, no resignation or, as the case may be, removal of the Credit Facility Agent shall be effective until the following conditions are satisfied: (i) the Credit Facility Agent has transferred to its successor all the rights and obligations in its capacity as Credit Facility Agent under this Credit Facility Agreement, the Common Terms Agreement and the other Finance Documents to which it is party as the Credit Facility Agent; and (ii) the requirements of Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement have been satisfied.

Resignation or Removal of Credit Facility Agent. (a) The Credit Facility Agent may resign from the performance of all its functions and duties hereunder and under the other Finance Documents at any time by giving thirty (30) days’ prior notice to the Borrower, the Lenders and the Issuing Banks. The Credit Facility Agent may be removed at any time (i) by the Required Lenders for such Person’s gross negligence, fraud or willful misconduct or (ii) by the Borrower, with the consent of the Required Lenders and so long as no Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing, for such Person’s gross negligence, fraud or willful misconduct. In the event Natixis, New York Branch is no longer the Credit Facility Agent, any successor Credit Facility Agent may be removed at any time with cause by the Required Lenders. Any such resignation or removal shall take effect upon the appointment of a successor Credit Facility Agent, in accordance with this Section 10.07 (Resignation or Removal of Credit Facility Agent) and Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement. (b) Upon any notice of resignation by the Credit Facility Agent or upon the removal of the Credit Facility Agent by the Required Lenders, or by the Borrower with the approval of the Required Lenders pursuant to Section 10.07(a) (Resignation or Removal of Credit Facility Agent), the Required Lenders shall appoint a successor Credit Facility Agent, hereunder and under each other Finance Document to which the Credit Facility Agent is a party, such successor Credit Facility Agent to be a commercial bank or financial institution having combined capital and surplus of at least $1,000,000,000; provided that, if no Loan Facility Event of Default or Unmatured Loan Facility Event of Default shall then be Continuing, the appointment of a successor Credit Facility Agent shall also be subject to the prior written consent of the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the Borrower to a successor Credit Facility Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. (c) If no successor Credit Facility Agent shall have been so appointed and shall have accepted such appointment within sixty (60) days after (i) the retiring Credit Facility Agent gives notice of its resignation or (ii) the date fixed for such removal, as applicable, the Credit Facility Agent shall, at the expense of the Obligors, petition any court of competent jurisdiction in the United States for the appointment of a successor Credit Facility Agent. Such court may thereupon, after such notice, if any, as it may prescribe, appoint a successor Credit Facility Agent. If no successor Credit Facility Agent shall have been so appointed in accordance with clauses (a) and (b) above or (A) this clause (c) and shall have accepted such appointment within ninety (90) days or (B) in the case of this clause (c) if the Credit Facility Agent, acting reasonably, cannot determine a court of competent jurisdiction in the United States that will consider the petition contemplated in this clause (c) within sixty (60) days, in each case after (x) the retiring Credit Facility Agent gives notice of its resignation or (y) the date fixed for such removal, as applicable, the Credit Facility Agent may, at the expense of the Obligors, appoint a successor Credit Facility Agent meeting the criteria set forth in Section 10.07(b) (Resignation or Removal of Credit Facility Agent.); provided that, if no Loan Facility Event of Default shall then be Continuing, the appointment of such successor Credit Facility Agent shall also be subject to the prior written consent of the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed); provided, further, that if no successor Credit Facility Agent shall have been so appointed by the Credit Facility Agent within thirty (30) days after the termination of such 90-day period, the Obligors may appoint a successor Credit Facility Agent with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed). (d) Upon the acceptance of a successor’s appointment as Credit Facility Agent hereunder and compliance with the provisions of Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Credit Facility Agent, and the retiring (or removed) Credit Facility Agent shall be discharged from all of its duties and obligations hereunder or under the other Finance Documents. After the retirement or removal of the Credit Facility Agent hereunder and under the other Finance Documents, the provisions of this Article X and Section 11.07 (Indemnification by the Borrower) shall continue in effect for the benefit of such retiring (or removed) Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Person was acting in its capacity as Credit Facility Agent. (e) Notwithstanding anything in this Agreement, no resignation or, as the case may be, removal of the Credit Facility Agent shall be effective until the following conditions are satisfied: (i) the Credit Facility Agent has transferred to its successor all the rights and obligations in its capacity as Credit Facility Agent under this Credit Facility Agreement, the Common Terms Agreement and the other Finance Documents to which it is party as the Credit Facility Agent; and and (ii) the requirements of Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement have been satisfied.