Appointment; Successor Agent Clause Samples

Appointment; Successor Agent. (a) The Banks hereby appoint Agent to act as administrative agent in connection with the Loans provided for in this Agreement. Agent shall have such powers as are reasonably necessary or appropriate to carry out its rights and responsibilities as agent as expressly set forth in this Agreement, together with such powers as are reasonably incidental thereto. (b) Agent may give written notice of resignation at any time to the Banks and Borrower and may be removed at any time with cause by the Requisite Banks. Upon such resignation or removal, the Requisite Banks shall have the right to appoint a successor agent. If no successor agent shall have been so appointed by the Requisite Banks and shall have accepted such appointment within thirty (30) days after the retiring Agents giving of notice of resignation or the Requisite Banks' removal of the retiring Agent, then the retiring Agent may on behalf of the Banks, appoint a successor agent, which shall be (i) a Bank, or (ii) a bank organized under the laws of the United States or of any state thereof, or any affiliate of such bank, and having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor agent, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. Until the acceptance by such a successor agent, the retiring Agent shall continue as "Agent" hereunder. After any retiring Agent's resignation or removal hereunder as Agent shall become effective, the provisions of this Section 10 shall bind it and inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.