Common use of Resignation or Replacement of Agent Clause in Contracts

Resignation or Replacement of Agent. (a) The Agent may at any time give written notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders 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 meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) 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 held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. (b) The Required Lenders may at any time given written notice to the Agent and the Borrower or their election to replace the Agent with a successor agent. The Required Lenders shall with the consultation of the Borrower appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, 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 Agent was acting as Agent hereunder.

Resignation or Replacement of Agent. (ai) The Agent may at any time give written notice of its resignation to the Lenders and Borrower by giving no less than fifteen (15) calendar days’ (or such earlier day as shall be agreed by the BorrowerRequired Lenders) prior written notice of such resignation, specifying the date when such resignation shall take effect (the “Resignation Effective Date”). Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerBxxxxxxx, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders Lxxxxxx and shall have accepted such appointment within 30 days after by the retiring Agent gives notice of its resignationResignation Effective Date, then the retiring Agent may on behalf in its sole discretion (but shall not be obligated to), at the sole cost and expense of the Lenders Loan Parties, including with respect to reasonable and documented attorneys’ fees and expenses of outside counsel, apply to a court of competent jurisdiction to appoint a successor Agent meeting or for other appropriate relief, and any such resulting appointment or relief shall be binding upon all of the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person Parties. Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and (1) on 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 held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionResignation Effective Date. (bii) The Required Lenders may at any time given written notice to the Agent and the Borrower or their election to replace the Agent with a successor agent. The Required Lenders agent by giving no less than fifteen (15) calendar days’ (or such earlier day as shall with be agreed by the consultation Agent) prior written notice of such replacement to the Agent and the Borrower, specifying the date when such replacement shall take effect (the “Replacement Effective Date”) and the identity of the Borrower appoint a successorsuccessor Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. Such replacement shall become effective in accordance with such notice on the Replacement Effective Date, but in each case shall be subject to either (i) an agreement by the removed Agent to continue serving as Collateral Agent or (ii) the effective transfer of all interests in the Collateral and perfection documents to the successor Agent. (cb) With effect from the Resignation Effective Date or Replacement Effective Date, as applicable (i) the retiring or removed Agent shall be discharged from its duties, responsibilities and obligations hereunder and under the other Loan Documents, (ii) shall be entitled to deliver any Collateral held hereunder to the Required Lenders, and (iii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or retired) removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article Section 13 and Section 10.04 14.3 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 or removed Agent was acting as Agent. (c) Any corporation or association into which Agent hereundermay be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which Agent is a party, will be and become the successor Agent under this Agreement and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act.

Resignation or Replacement of Agent. (ai) The Agent may at any time give written notice of its resignation to the Lenders and Borrower by giving no less than fifteen (15) calendar days’ (or such earlier day as shall be agreed by the BorrowerRequired Lenders) prior written notice of such resignation, specifying the date when such resignation shall take effect (the “Resignation Effective Date”). Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after by the retiring Agent gives notice of its resignationResignation Effective Date, then the retiring Agent may on behalf in its sole discretion (but shall not be obligated to), at the sole cost and expense of the Lenders Loan Parties, including with respect to reasonable and documented attorneys’ fees and expenses of outside counsel, apply to a court of competent jurisdiction to appoint a successor Agent meeting or for other appropriate relief, and any such resulting appointment or relief shall be binding upon all of the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person Parties. Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and (1) on 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 held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionResignation Effective Date. (bii) The Required Lenders may at any time given written notice to the Agent and the Borrower or their election to replace the Agent with a successor agent. The Required Lenders agent by giving no less than fifteen (15) calendar days’ (or such earlier day as shall with be agreed by the consultation Agent) prior written notice of such replacement to the Agent and the Borrower, specifying the date when such replacement shall take effect (the “Replacement Effective Date”) and the identity of the Borrower appoint a successorsuccessor Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. Such replacement shall become effective in accordance with such notice on the Replacement Effective Date, but in each case shall be subject to either (i) an agreement by the removed Agent to continue serving as Collateral Agent or (ii) the effective transfer of all interests in the Collateral and perfection documents to the successor Agent. (cb) With effect from the Resignation Effective Date or Replacement Effective Date, as applicable (i) the retiring or removed Agent shall be discharged from its duties, responsibilities and obligations hereunder and under the other Loan Documents, (ii) shall be entitled to deliver any Collateral held hereunder to the Required Lenders, and (iii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or retired) removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article Section 13 and Section 10.04 14.3 shall continue in effect for the benefit of such retiring or removed Agent, its sub 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 or removed Agent was acting as Agent. (c) Any corporation or association into which Agent hereundermay be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which Agent is a party, will be and become the successor Agent under this Agreement and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act.