Common use of Agent's Resignation Clause in Contracts

Agent's Resignation. Agent may resign at any time by giving at least thirty (30) days' prior written notice of its intention to do so to each other of Lenders and Borrower and upon the appointment by the Required Lenders of a successor Agent satisfactory to Borrower (so long as no Event of Default exists). 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 written consent of Borrower (so long as no Event of Default exists), which shall not be unreasonably withheld, appoint a successor Agent which shall be a Lender 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 $500,000,000; provided, however, that any successor Agent appointed under this sentence may be removed upon the written request of the Required Lenders. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of the Credit Documents thereafter mean such successor. After any retiring Agent's resignation hereunder as Agent, or the removal hereunder of any successor Agent, the provisions of the Credit Documents 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 the Credit Documents. Upon the written direction of the Required Lenders, any Agent may be removed for cause, provided that if the same Person serves as both Agent and the Collateral Agent, then the removal of any Agent for cause shall automatically cause such Person to be removed in its capacity as the other Agent, and the Required Lenders may appoint one or more Persons as successor Agent or Collateral Agent, or both, contemporaneously with, upon or after such removal.

Agent's Resignation. The Agent may resign at any time by giving at least thirty (30) 30 days' ’ prior written notice of its intention to do so to each other of Lenders the Noteholders and Borrower and the Issuer Representative. Such resignation will be effective upon the appointment by the Required Lenders Purchasers of a successor Agent reasonably satisfactory to Borrower (so long as no the Issuer Representative, provided, that if an Event of Default exists)has occurred and is continuing, the Issuer Representative shall have no consent rights with respect to the appointment of a successor Agent. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 30 days after the retiring Agent's ’s giving of such notice of resignation, then the retiring Agent may with the written consent of Borrower (so long as no Event of Default exists), which shall not be unreasonably withheld, appoint a successor Agent which shall be a Lender bank or a trust company organized under the Laws laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $500,000,000500,000,000 (so long as no Default or Event of Default exists) with the consent of the Issuer Representative, which shall not be unreasonably withheld or delayed; provided, however, that any successor Agent appointed under this sentence may be removed upon the written request of the Required LendersPurchasers, which request shall also appoint a successor Agent (so long as no Default or Event of Default exists) reasonably satisfactory to the Issuer Representative. Upon the appointment of a new Agent hereunder, the term "“Agent" ” shall for all purposes of the Credit Documents 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 the Credit Documents 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 and such retiring or removed Agent shall thereupon be discharged from the duties and obligations of Agent which thereafter arise under the Agreement and Second Lien Credit Documents. Upon the written direction of the Required Lenders, any Agent may be removed for cause, provided that if the same Person serves as both Agent and the Collateral Agent, then the removal of any Agent for cause shall automatically cause such Person to be removed in its capacity as the other Agent, and the Required Lenders may appoint one or more Persons as successor Agent or Collateral Agent, or both, contemporaneously with, upon or after such removal.

Agent's Resignation. The Agent may resign at any time by giving at least thirty (30) 60 days' prior written notice of its intention to do so to each other of the Lenders and Borrower the Company and upon the appointment by the Required Lenders of a successor Agent reasonably satisfactory to Borrower (so long as no Event the Company; PROVIDED, HOWEVER, that Bank of Default exists)America, N.A. shall have the right of first refusal with respect to such appointment. 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 written consent of Borrower (so long as no Event of Default exists), which shall not be unreasonably withheld, appoint a successor Agent which shall be a Lender bank or a trust company organized under the Laws laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $500,000,000100,000,000 (so long as no Default exists) with the consent of the Company, which shall not be unreasonably withheld; providedPROVIDED, howeverHOWEVER, 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 Company. Upon the appointment of a new Agent hereunder, the term "Agent" shall for all purposes of the Credit Documents 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 the Credit Documents 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 the Credit Documents. Upon the written direction of the Required Lenders, any Agent may be removed for cause, provided that if the same Person serves as both Agent and the Collateral Agent, then the removal of any Agent for cause shall automatically cause such Person to be removed in its capacity as the other Agent, and the Required Lenders may appoint one or more Persons as successor Agent or Collateral Agent, or both, contemporaneously with, upon or after such removalthis Agreement.