Common use of Agent's Resignation Clause in Contracts

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower and upon the appointment by the Required Lenders of a successor Agent satisfactory to the Borrower. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the Borrower, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent satisfactory to the Borrower. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower Holding Company and upon the appointment by the Required Lenders of a successor Agent satisfactory to the BorrowerHolding Company. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the BorrowerHolding Company, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent reasonably satisfactory to the BorrowerHolding Company. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving ------------------- at ------------------- least 60 thirty (30) days' prior written notice of its intention to do so to each other of the Lenders Lender and the Borrower to Borrower, and upon any such notice, the appointment by Requisite Lenders shall have the Required Lenders of right to appoint a successor Agent satisfactory Agent; provided that if such -------- successor shall not be a signatory to this Agreement, such appointment shall be subject to the consent of Borrower, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 twenty (20) days after the retiring Agent's giving of such notice of resignation, then the retiring resigning Agent may may, with the consent of the Borrower, which consent shall not be unreasonably withheld, appoint a successor Agent which Agent. After any resigning Agent's resignation hereunder as Agent, it shall be a bank or a trust company organized under the laws of the United States of America or any state thereof discharged from its duties and having a combined capital, surplus and undivided profit of at least $100,000,000; provided, however, that any successor Agent appointed obligations under this -------- ------- sentence may Agreement and the other Financing Agreements but the provisions of this Section 11 shall continue to ---------- inure to its benefit as to any actions taken or omitted to be removed upon the written request of the Required Lenders, which request shall also appoint a successor taken by it while it was Agent satisfactory to the Borrowerhereunder and thereunder. Upon the appointment of a new Agent hereundersuccessor Agent, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.1.1

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower Company and upon the appointment by the Required Lenders of a successor Agent reasonably satisfactory to the BorrowerCompany. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the Borrower, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000500,000,000 (so long as no Default exists) with the consent of the Company, which shall not be unreasonably withheld; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent (so long as no Default exists) reasonably satisfactory to the BorrowerCompany. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of and be binding upon such retiring or removed Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Either Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower Company and upon the appointment by the Required Lenders of a successor Agent satisfactory to the BorrowerCompany. If no successor Managing Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Managing Agent's giving of such notice of resignation, then the retiring Managing Agent may with the consent of the BorrowerCompany, which shall not be unreasonably withheld, appoint a successor Managing Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000; provided, however, that any successor Managing Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Managing Agent satisfactory to the BorrowerCompany. Upon the resignation or removal of the Collateral Agent, the Managing Agent shall act as Collateral Agent. Upon the appointment of a new Managing Agent or Collateral Agent hereunder, the term "Managing Agent" and "Collateral Agent", as the case may be, shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such retiring or removed Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' ’ prior written notice of its intention to do so to each other of the Lenders and the Borrower Company and upon the appointment by the Required Lenders of a successor Agent reasonably satisfactory to the BorrowerCompany. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's ’s giving of such notice of resignation, then the retiring Agent may with the consent of the Borrower, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000500,000,000 (so long as no Default exists) with the consent of the Company, which shall not be unreasonably withheld; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent (so long as no Default exists) reasonably satisfactory to the BorrowerCompany. Upon the appointment of a new Agent hereunder, the term "“Agent" ” shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's ’s resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such retiring or removed Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' ’ prior written notice of its intention to do so to each other of the Lenders and the Borrower Company and upon the appointment by the Required Lenders of a successor Agent satisfactory to the BorrowerCompany. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's ’s giving of such notice of resignation, then the retiring Agent may with the consent of the BorrowerCompany, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent satisfactory to the BorrowerCompany. Upon the appointment of a new Agent hereunder, the term "“Agent" ” shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's ’s resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower and Lenders; provided that such resignation shall only be effective upon the appointment by the Required Majority Lenders of a successor Agent satisfactory to the Borrower. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the Borrower, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Majority Lenders, which request shall also appoint a successor Agent satisfactory to the Borrower. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower Borrowers and upon the appointment by the Required Lenders of a successor Agent satisfactory to the BorrowerBorrowers. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the BorrowerBorrowers, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent satisfactory to the BorrowerBorrowers. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower Company and upon the appointment by the Required Lenders of a successor Agent satisfactory to the BorrowerCompany. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the BorrowerCompany, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent satisfactory to the BorrowerCompany. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower Company and upon the appointment by the Required Lenders of a successor Agent satisfactory to the BorrowerCompany. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the BorrowerCompany, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent satisfactory to the BorrowerCompany. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this 97 Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower Company and upon the appointment by the Required Lenders of a successor Agent satisfactory to the BorrowerCompany. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the BorrowerCompany, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000200,000,000; provided, however, that any successor -------- ------- Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent reasonably satisfactory to the BorrowerCompany. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such retiring or removed Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower and upon the appointment by the Required Majority Lenders of a successor Agent satisfactory to the BorrowerBorrowers. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the BorrowerBorrowers, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,00025,000,000; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Majority Lenders, which request shall also appoint a successor Agent satisfactory to the BorrowerBorrowers. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and to the Borrower Company and upon the appointment by the Required Majority Lenders of a successor Agent satisfactory to the BorrowerCompany. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the BorrowerCompany, which consent shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000500,000,000 and a tier one ratio of equity to risk-weighted assets ranking in the top half of all domestic banks having greater than $1,000,000,000 in assets pursuant to regulations issued by the federal Comptroller of the Currency, the Board of Governors of the Federal Reserve System or other applicable federal bank regulatory agencies; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Majority Lenders, which request shall also appoint a successor Agent satisfactory to the BorrowerCompany. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower Company and upon the appointment by the Required Lenders of a successor Agent satisfactory to the BorrowerCompany. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the BorrowerCompany, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000200,000,000; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent reasonably satisfactory to the BorrowerCompany. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such retiring or removed Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower and upon the appointment by the Required Majority Lenders of a successor Agent satisfactory to the BorrowerBorrowers. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the BorrowerBorrowers, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,00025,000,000; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Majority Lenders, which request shall also appoint a successor Agent satisfactory to the BorrowerBorrowers. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Agent's Resignation. The Agent may resign at any time by giving at ------------------- least 60 days' prior written notice of its intention to do so to each other of the Lenders and the Borrower Company and upon the appointment by the Required Lenders of a successor Agent satisfactory to the BorrowerCompany. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent's giving of such notice of resignation, then the retiring Agent may with the consent of the BorrowerCompany, which shall not be unreasonably withheld, appoint a successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000; provided, however, that any successor Agent appointed under this -------- ------- sentence may be removed upon the written request of the Required Lenders, which request shall also appoint a successor Agent satisfactory to the BorrowerCompany. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of this Agreement thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of 108 this Agreement shall continue to inure to the benefit of such Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.