Common use of Resignation of the Agent Clause in Contracts

Resignation of the Agent. (a) Notwithstanding its irrevocable appointment, the Agent may resign by giving notice to the Banks and the Borrower, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Banks may appoint a successor Agent. (b) If the appointment of a successor Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the Agent may appoint a successor Agent. (c) The resignation of the Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts its appointment. On giving the notification, the successor Agent will succeed to the position of the Agent and the term "AGENT" will mean the successor Agent. (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 18 (The Agent, the Arrangers and the Co-Arrangers) shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent, and, subject to paragraph (d) above, it shall have no further obligations under any Finance Document.

Resignation of the Agent. (a) Notwithstanding its irrevocable appointment, the Agent may resign by giving notice to the Banks Lenders and the BorrowerVodafone, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Banks Lenders may after consultation with Vodafone appoint a reputable and experienced bank as successor Agent. (b) If the appointment of a successor Agent is to be made by the Majority Banks Lenders but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the retiring Agent may may, following consultation with Vodafone, appoint a successor Agent. (c) The resignation of the retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts its the appointment. On giving the notificationnotification and receiving such approval, the successor Agent will succeed to the position of the retiring Agent and the term "AGENT" “Agent” will mean the successor Agent. (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 18 (The Agent, the Arrangers and the Co-Arrangers) 19 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent, Agent and, subject to paragraph (d) above, it shall have no further obligations obligation under any Finance Document.

Resignation of the Agent. (a) Notwithstanding 28.11.1 The Agent may resign and appoint one of its irrevocable appointment, Affiliates as successor by giving notice to the Lenders and the Borrower. 28.11.2 Alternatively the Agent may resign by giving notice to the Banks Lenders and the Borrower, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, Majority Lenders (after consultation with the Majority Banks Borrower) may appoint a successor Agent. (b) 28.11.3 If the appointment of Majority Lenders have not appointed a successor Agent is to be made by the Majority Banks but they have not, in accordance with clause 28.11.2 above within 30 thirty (30) days after notice of resignation, appointed a successor Agent which accepts the appointmentresignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent. (c) The resignation of the Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts its appointment. On giving the notification, the successor Agent will succeed to the position of the Agent and the term "AGENT" will mean the successor Agent. (d) 28.11.4 The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreementthe Finance Documents. (e) Upon its resignation becoming effective, this Clause 18 (28.11.5 The Agent, 's resignation notice shall only take effect upon the Arrangers appointment of a successor and the Co-Arrangers) shall continue to benefit receipt by the retiring Agent of written confirmation from the successor (in form and substance to the retiring Agent) that the successor Agent agrees to be bound by the provisions of the Finance Documents and all related agreements to which the Agent is party in its capacity as agent. 28.11.6 Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was but shall remain entitled to the Agent, and, subject to paragraph (d) above, it shall have no further obligations under any Finance Documentbenefit of this clause 28.

Resignation of the Agent. (a) Notwithstanding its irrevocable appointment, the Agent may resign by giving notice to the Banks and the BorrowerCompany, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Banks may (with the prior consent of the Company) appoint a successor Agent. (b) If the appointment of a successor Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the Agent may (with the prior consent of the Company) appoint a successor Agent. (c) The resignation of the Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts its appointment. On giving the notification, the successor Agent will succeed to the position of the Agent and the term "AGENT" “Agent” will mean the successor Agent. (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 18 (The Agent, the Arrangers and the Co-Arrangers) 21 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent, and, subject to paragraph (d) above, it shall have no further obligations under any Finance Document. (f) The Majority Banks may, by notice to the Agent, require it to resign in accordance with paragraph (a) above. In this event, the Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent.

Resignation of the Agent. (a) Notwithstanding its irrevocable appointment, the Agent may resign by giving notice to the Banks and the BorrowerCompany, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Banks may (with the prior consent of the Company) appoint a successor Agent. (b) If the appointment of a successor Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the Agent may (with the prior consent of the Company) appoint a successor Agent. (c) The resignation of the Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts its appointment. On giving the notification, the successor Agent will succeed to the position of the Agent and the term "AGENT" will mean the successor Agent. (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 18 (The Agent, the Arrangers and the Co-Arrangers) 23 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent, and, subject to paragraph (d) above, it shall have no further obligations under any Finance Document. (f) The Majority Banks may, by notice to the Agent, require it to resign in accordance with paragraph (a) above. In this event, the Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent.

Resignation of the Agent. (a) Notwithstanding its irrevocable appointment, the The Agent may resign by giving notice to the Banks Lenders and the BorrowerCompany, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Banks Lenders may appoint a successor Agent. (b) If the appointment of a no successor Agent is to be made by the Majority Banks but they have not, has been appointed under paragraph (a) above and accepted its appointment within 30 days after notice of resignation, appointed a successor Agent which accepts the appointmentresignation was given, the Agent may appoint a successor Agent. (c) The person(s) appointing a successor Agent must, if practicable, consult with the Company prior to the appointment. (d) Any successor Agent must have an office in the City of New York. (e) The resignation of the Agent and the appointment of any successor Agent will both become effective only upon when the successor Agent notifying notifies all the Parties that it accepts its appointment. On giving the notification, the successor Agent will succeed to the position position, and all the rights, powers and duties, of the Agent and the term "AGENT" Agent will mean the successor Agent. (df) The retiring Agent shallmust, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreementthe Finance Documents. (eg) Upon its resignation becoming effective, this Clause 18 (The Agent, the Arrangers and the Co-Arrangers) shall will continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent, and, subject to paragraph (df) above, it shall will have no further obligations under any Finance Document. (h) The Majority Lenders may, by notice to the Agent, require it to resign under paragraph (a) above.

Resignation of the Agent. (a) Notwithstanding its irrevocable appointment, the Agent may resign by giving notice to the Banks and the BorrowerBorrowers' Agent, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Banks may appoint a successor Agent. (b) If the appointment of a successor Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the Agent may appoint a successor Agent. (c) The resignation of the Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts its appointment. On giving the notification, the successor Agent will succeed to the position of the Agent and the term "AGENTAgent" will mean the successor Agent. (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 18 22 (The Agent, the Arrangers Agent and the Co-ArrangersArranger) shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent, and, subject to paragraph (d) above, it shall have no further obligations under any Finance Document. (f) Any successor Agent must be acceptable to the Borrowers' Agent but the Borrowers' Agent may not unreasonably withhold his acceptance. (g) If the Majority Banks so direct, the Agent shall resign in accordance with paragraph (a) above.

Resignation of the Agent. (a) Notwithstanding its irrevocable appointment, the Agent may resign by giving notice to the Banks and the BorrowerBorrowers’ Agent, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Banks may appoint a successor Agent. (b) If the appointment of a successor Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the retiring Agent may appoint a successor Agent. (c) The resignation of the retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts its appointment. On giving the notification, the successor Agent will succeed to the position of the Agent and the term "AGENT" Agent will mean the successor Agent. (d) The retiring Agent shall, shall at its own cost, make available to the successor Agent Agent, such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 18 (The Agent, the Arrangers and the Co-Arrangers) 22 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent, Agent and, subject to paragraph (d) above, it shall have no further obligations under any Finance Document. (f) The Majority Banks may, by notice to the Agent require it to resign in accordance with paragraph (a) above. In this event, the Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent.

Resignation of the Agent. (a) Notwithstanding its irrevocable appointment, the Agent may resign by giving notice to the Banks and the BorrowerNGG, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Banks may appoint a successor Agent. (b) If the appointment of a successor Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the retiring Agent may may, after prior consultation with NGG, appoint a successor Agent. (c) The resignation of the retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts its the appointment. On giving the notification, the successor Agent will succeed to the position of the retiring Agent and the term "AGENTAgent" will mean the successor Agent. (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the relevant Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 18 (The Agent, the Arrangers and the Co-Arrangers) 22 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent, Agent and, subject to paragraph (d) above, it shall have no further obligations obligation under any Finance Document. (f) The Agent shall, forthwith upon being requested to do so by the Majority Banks, resign in accordance with paragraph (a) above. However, in this event, the Agent may not appoint one of its Affiliates as successor Agent as contemplated by paragraph (a) above and the Majority Banks shall appoint a successor Agent.

Resignation of the Agent. (a) Notwithstanding its irrevocable appointment, the Agent may (and, if the Majority Banks so request, shall) resign by giving notice to the Banks and the Borrower. The Agent will not give such notice without the consent of the Borrower (such consent not to be unreasonably withheld). On giving such notice, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Banks Banks, following consultation with the Borrower, may appoint a successor Agent. (b) If the appointment of a successor Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the Agent Agent, following consultation with the Borrower, may appoint a successor Agent. (c) The resignation of the Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts its appointment. On giving the notification, the successor Agent will succeed to the position of the Agent and the term "AGENT" will mean the successor Agent. (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 18 (The Agent, the Arrangers and the Co-Arrangers) 22 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent, and, subject to paragraph (d) above, it shall have no further obligations under any Finance Document.