Common use of Resignation or Termination of Agent Clause in Contracts

Resignation or Termination of Agent. (a) Any Agent may resign its position as such at any time upon ninety (90) days’ prior notice to the Company, the other Agent and the Banks. Any Agent may be terminated by the Required Banks (excluding any Bank then acting as such Agent) at any time upon thirty (30) days’ prior notice to the Company, the Agents and the other Banks. The Required Banks, with the consent of the Company (such consent not to be unreasonably withheld), may appoint a successor Agent to succeed any Agent that resigns or is terminated pursuant to this Section 10.5. Subsequent to the effective date of such resignation or termination, the resigning or terminated (as applicable) Agent shall have no further obligations in that capacity under this Agreement. (b) If no successor Collateral Agent shall have been appointed by the Company and the Required Banks and shall have accepted such appointment prior to the effective date of the resignation or termination of the then acting Collateral Agent, the resigning or terminated Collateral Agent may appoint a successor Collateral Agent, which shall be a bank or trust company organized under the laws of the United States of America or any State thereof, having a combined capital and surplus of at least $500,000,000. (c) Unless and until a successor administrative agent is appointed by the Company and the applicable Principal Banks acting together, (i) the services performed by such Administrative Agent hereunder shall be performed by the individual Principal Banks and the Company, each of its own behalf, and (ii) any payments or communications made by the Company to such Administrative Agent hereunder shall be made directly to the applicable individual Principal Banks.

Resignation or Termination of Agent. (a) Any Agent may resign its position as such at any time upon ninety (90) days’ prior notice to the Company, the other Agent and the Banks. Any Agent may be terminated by 100% of the Required Banks (excluding any Bank then acting as such Agent) at any time upon thirty (30) days’ prior notice to the Company, the Agents and the other Banks. The Required Banks, with the consent of the Company (such consent not to be unreasonably withheld), may appoint a successor Agent to succeed any Agent that resigns or is terminated pursuant to this Section 10.5. Subsequent to the effective date of such resignation or termination, the resigning or terminated (as applicable) Agent shall have no further obligations in that capacity under this Agreement. (b) If no successor Collateral Agent shall have been appointed by the Company and the Required Banks and shall have accepted such appointment prior to the effective date of the resignation or termination of the then acting Collateral Agent, the resigning CHICAGO MERCANTILE EXCHANGE INC. 2007 CREDIT AGREEMENT or terminated Collateral Agent may appoint a successor Collateral Agent, which shall be a bank or trust company organized under the laws of the United States of America or any State thereof, having a combined capital and surplus of at least $500,000,000. (c) Unless and until a successor administrative agent is appointed by the Company and the applicable Principal Banks acting together, (i) the services performed by such Administrative Agent hereunder shall be performed by the individual Principal Banks and the Company, each of its own behalf, and (ii) any payments or communications made by the Company to such Administrative Agent hereunder shall be made directly to the applicable individual Principal Banks.