Common use of Resignation or Removal of the Agents Clause in Contracts

Resignation or Removal of the Agents. Subject to the appointment and acceptance of a successor Agent as provided below, each Agent may, upon thirty (30) days’ prior notice, resign at any time by giving notice thereof to the Lenders and the Obligors, and each Agent may, upon thirty (30) days’ prior notice, be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Required Lenders (if no Default or Event of Default then exists, with the written consent of the Borrower, which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent or Collateral Agent, as the case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed and shall have accepted such appointment within thirty (30) days after the relevant existing Agent’s giving of notice of resignation or the Majority Lenders’ election to remove such existing Agent, then such existing Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank that has a combined capital and surplus of at least U.S.$500,000,000 (or its equivalent), or petition any court of competent jurisdiction for the appointment of a successor Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of such existing Agent, and such existing Agent shall be discharged from its duties and obligations hereunder: After any Agent’s resignation or removal hereunder, the provisions of this Article 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 or Removal of the Agents. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided below, each the Administrative Credit Agreement 58 Agent may, upon thirty (30) days’ prior notice, may resign at any time by giving notice thereof to the Lenders Lenders, Newark, each Newark Subsidiary, VCP Exportadora and VCP, and the Obligors, and each Administrative Agent may, upon thirty (30) days’ prior notice, may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders (if no Default or Event of Default then exists, with the written consent of the BorrowerVCP, which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent or Collateral Agent, as the case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed and shall have accepted such appointment within thirty (30) 30 days after the relevant existing Administrative Agent’s 's giving of notice of resignation or the Majority Lenders’ ' election to remove such the existing Administrative Agent, then such the existing Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank that has a combined capital and surplus of at least U.S.$500,000,000 $500,000,000 (or its equivalentequivalent in any other currency), or petition any court of competent jurisdiction for the appointment of a successor Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of such the existing Administrative Agent, and such the existing Administrative Agent shall be discharged from its duties and obligations hereunder: . After any Administrative Agent’s 's resignation or removal hereunder, the provisions of this Article 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.

Resignation or Removal of the Agents. Subject to the appointment and acceptance of a successor Agent as provided below, each the Administrative Agent may, upon thirty (30) days’ prior notice, or Auction Agent may resign at any time by giving notice thereof to the Lenders and the ObligorsCompany, and each the Administrative Agent may, upon thirty (30) days’ prior notice, or Auction Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders (if no Default or Event of Default then exists, with the written consent of the Borrower, which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent or Collateral Agent, Auction Agent as the case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, Auction Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the relevant existing retiring Administrative Agent’s 's or Auction Agent's giving of notice of resignation or the Majority Lenders’ election to remove such existing ' removal of the retiring Administrative Agent or Auction Agent, then such existing the retiring Administrative Agent or Auction Agent, as the case may be, may, on behalf of the Lenders, appoint a respective successor Agent, which shall be a bank that has a combined capital and surplus of at least U.S.$500,000,000 (Administrative Agent or its equivalent), or petition any court of competent jurisdiction for the appointment of a successor Auction Agent. Upon the acceptance of any such appointment as the hereunder by a successor Administrative Agent or Collateral Auction Agent, as the case may be, hereunder by a successor, such successor Administrative Agent or Auction Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of such existing the retiring Administrative Agent or Auction Agent, as the case may be, and such existing the retiring Administrative Agent or Auction Agent shall be discharged from its duties and obligations hereunder: . After any retiring Administrative Agent’s 's or Auction Agent's resignation or removal hereunderhereunder as Administrative Agent or Auction Agent, the provisions of this Article XI and 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 or Auction Agent.

Resignation or Removal of the Agents. Subject to the appointment and acceptance of a successor Agent as provided below, each the Administrative Agent may, upon thirty (30) days’ prior notice, or Auction Agent may resign at any time by giving notice thereof to the Lenders and the ObligorsCompany, and each the Administrative Agent may, upon thirty (30) days’ prior notice, or Auction Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders (if no Default or Event of Default then exists, with the written consent of the Borrower, which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent or Collateral Agent, Auction Agent as the case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, Auction Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the relevant existing retiring Administrative Agent’s 's or Auction Agent's giving of notice of resignation or the Majority Lenders’ election to remove such existing ' removal of the retiring Administrative Agent or Auction Agent, then such existing the retiring Administrative Agent or Auction Agent, as the case may be, may, on behalf of the Lenders, appoint a respective successor Agent, which shall be a bank that has a combined capital and surplus of at least U.S.$500,000,000 (Administrative Agent or its equivalent), or petition any court of competent jurisdiction for the appointment of a successor Auction Agent. Upon the acceptance of any such appointment as the hereunder by a successor Administrative Agent or Collateral Auction Agent, as the case may be, hereunder by a successor, such successor Administrative Agent or Auction Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of such existing the retiring Administrative Agent or Auction Agent, as the case may be, and such existing the retiring Administrative Agent or Auction Agent shall be discharged from its duties and obligations hereunder: . After any retiring Administrative Agent’s 's or Auction Agent's resignation or removal hereunderhereunder as Administrative Agent or Auction Agent, the provisions of this Article XI and 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 or Auction Agent.. ARTICLE XII MISCELLANEOUS Section 12.01

Resignation or Removal of the Agents. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided below, each the Administrative Agent may, upon thirty (30) days’ prior notice, may resign at any time by giving notice thereof to the Lenders Lenders, Newark, each Newark Subsidiary, VCP Exportadora and VCP, and the Obligors, and each Administrative Agent may, upon thirty (30) days’ prior notice, may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders (if no Default or Event of Default then exists, with the written consent of the BorrowerVCP, which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent or Collateral Agent, as the case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed and shall have accepted such appointment within thirty (30) 30 days after the relevant existing Administrative Agent’s 's giving of Credit Agreement 67 notice of resignation or the Majority Lenders’ ' election to remove such the existing Administrative Agent, then such the existing Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank that has a combined capital and surplus of at least U.S.$500,000,000 $500,000,000 (or its equivalentequivalent in any other currency), or petition any court of competent jurisdiction for the appointment of a successor Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of such the existing Administrative Agent, and such the existing Administrative Agent shall be discharged from its duties and obligations hereunder: . After any Administrative Agent’s 's resignation or removal hereunder, the provisions of this Article 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.

Resignation or Removal of the Agents. Subject to the appointment and acceptance of a successor Agent as provided below, each Agent may, upon thirty (30) days’ prior notice, may resign at any time by giving notice thereof to the Lenders and the Obligors, and each Agent may, upon thirty (30) days’ prior notice, may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders (if no Default or Event of Default then exists, with the written consent of the Borrower, which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent or Collateral Agent, as the case may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed and shall have accepted such appointment within thirty (30) 30 days after the relevant existing Agent’s giving of notice of resignation or the Majority Lenders’ election to remove such existing Agent, then such existing Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank that has a combined capital and surplus of at least U.S.$500,000,000 $500,000,000 (or its equivalentequivalent in any other currency), or petition any court of competent jurisdiction for the appointment of a successor Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of such existing Agent, and such existing Agent shall be discharged from its duties and obligations hereunder: . After any Agent’s resignation or removal hereunder, the provisions of this Article 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 or Removal of the Agents. Subject to the appointment and acceptance of a successor Agent as provided below, each any Agent may, upon thirty (30) days’ prior notice, may resign at any time by giving notice thereof to the other Agent, the Lenders and the ObligorsCompany, and each any Agent may, upon thirty (30) days’ prior notice, may be removed Senior Guaranteed Credit Agreement 54 - 50 - at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders (if no Default or Event of Default then exists, shall have the right to appoint a successor Agent with the written prior consent of the Borrower, Company (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent or Collateral Agent, as the case may be). If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the relevant existing retiring Agent’s 's giving of notice of resignation or the Majority Lenders’ election to remove such existing ' removal of the retiring Agent, then such existing the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which that shall be a bank that has an office in New York, New York with a combined capital and surplus of at least U.S.$500,000,000 (or its equivalent), or petition any court of competent jurisdiction for the appointment of a successor Agent$500,000,000. Upon the acceptance of any appointment as the Administrative an Agent or Collateral Agent, as the case may be, hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of such existing the retiring Agent, and such existing the retiring Agent shall be discharged from its duties and obligations hereunder: . After any retiring Agent’s 's resignation or removal hereunderhereunder as Agent, the provisions of this Article Section 10 shall continue in effect for its the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.

Resignation or Removal of the Agents. Subject to the appointment and acceptance of a successor Agent as provided below, each any Agent may, upon thirty (30) days’ prior notice, may resign at any time by giving notice thereof to the other Agent, the Lenders and the ObligorsCompany, and each any Agent may, upon thirty (30) days’ prior notice, may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders (if no Default or Event of Default then exists, shall have the right to appoint a successor Agent with the written prior consent of the Borrower, Company (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent or Collateral Agent, as the case may be). If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the relevant existing retiring Agent’s 's giving of notice of resignation or the Majority Lenders’ election to remove such existing ' removal of the retiring Agent, then such existing the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which that shall be a bank that has an office in New York, New York with a combined capital and surplus of at least U.S.$500,000,000 (or its equivalent), or petition any court of competent jurisdiction for the appointment of a successor Agent$500,000,000. Upon the acceptance of any appointment as the Administrative an Agent or Collateral Agent, as the case may be, hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of such existing the retiring Agent, and such existing the retiring Agent shall be discharged from its duties and obligations hereunder: . After any retiring Agent’s 's resignation or removal hereunderhereunder as Agent, the provisions of this Article Section 10 shall continue in effect for its the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.