Common use of Removal of Agent Clause in Contracts

Removal of Agent. (a) The Borrower shall have the right to remove the Agent by written notice to the Agent if (i) the Agent is adjudged bankrupt or insolvent, (ii) a receiver or other public officer takes charge of the Agent or its property, (iii) the Agent is in material breach of its obligations hereunder or (v) the Agent otherwise becomes incapable of acting. Such removal shall take effect upon the appointment of a successor Agent pursuant to clauses (b) or (c) below or as otherwise provided below. (b) Upon any such notice of removal, the Majority Lenders shall appoint a successor Agent who shall be satisfactory to the Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said thirty Business Day period, the Borrower shall then appoint a successor Agent who shall serve as the Agent until such time, if any, as the Majority Lenders, with the consent of the Borrower, appoint a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to clause (b) and if the Borrower has not provided the necessary consent pursuant to clause (c) by the thirty-fifth Business Day after the date such notice of removal was given to the Agent, the Majority Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above.

Removal of Agent. (a) The Majority Lenders may, at any time, remove the Agent by giving thirty (30) Business Days' prior written notice to the Agent and the Borrower. The Borrower shall have the right to remove the Agent by written notice to the Agent if (i) the Agent is adjudged bankrupt or insolvent, (ii) a receiver or other public officer takes charge of the Agent or its property, (iii) the Agent is in material breach of its obligations hereunder or (v) the Agent otherwise becomes incapable of acting. Such removal shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses paragraph (b) or (c) below or as otherwise provided below. (b) Upon any such notice of removal, the Majority Lenders shall appoint a successor Agent who shall be satisfactory to the Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the Borrower shall then appoint a successor Agent who shall serve as the Agent until such time, if any, as the Majority Lenders, with the consent of the Borrower, appoint a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to clause (b) and if the Borrower has not provided the necessary consent pursuant to clause (c) by the thirty-fifth (35th) Business Day after the date such notice of removal was given to the Agent, the Majority Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above.

Removal of Agent. (a) The Majority Lenders may, at any time, remove the Agent by giving thirty Business Days' prior written notice to the Agent and the Borrower. The Borrower shall have the right to remove the Agent by written notice to the Agent if (i) the Agent is adjudged bankrupt or insolvent, (ii) a receiver or other public officer takes charge of the Agent or its property, (iii) the Agent is in material breach of its obligations hereunder or (v) the Agent otherwise becomes incapable of acting. Such removal shall take effect upon the appointment of a successor Agent pursuant to clauses paragraph (b) or (c) below or as otherwise provided below. (b) Upon any such notice of removal, the Majority Lenders shall appoint a successor Agent who shall be satisfactory to the Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said thirty Business Day period, the Borrower shall then appoint a successor Agent who shall serve as the Agent until such time, if any, as the Majority Lenders, with the consent of the Borrower, appoint a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to clause (b) and if the Borrower has not provided the necessary consent pursuant to clause (c) by the thirty-thirty- fifth Business Day after the date such notice of removal was given to the Agent, the Majority Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above.

Removal of Agent. (a) The Borrower Subject to the appointment and acceptance of ---------------- a successor Agent as provided below, the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such removal the Majority Lenders shall have the right to remove the Agent by written notice to the Agent if (i) the Agent is adjudged bankrupt or insolvent, (ii) a receiver or other public officer takes charge of the Agent or its property, (iii) the Agent is in material breach of its obligations hereunder or (v) the Agent otherwise becomes incapable of acting. Such removal shall take effect upon the appointment of a successor Agent pursuant to clauses (b) or (c) below or as otherwise provided below. (b) Upon any such notice of removal, the Majority Lenders shall appoint a successor Agent who reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the Majority Lenders' removal of the retiring Agent (the "Notice Date"), then ----------- the retiring Agent may, on behalf of the Lenders, appoint a successor Agent reasonably acceptable to the Borrower. Any successor Agent shall be satisfactory (i) a Lender or (ii) if no Lender has accepted such appointment within 30 days after the Notice Date, a bank which has an office in Boston, Massachusetts with a combined capital and surplus of at least $200,000,000. 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 hereunder. After any retiring Agent's removal hereunder as Agent, the provisions of this Section 12 shall continue in effect ---------- for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. The Agent may upon notice thereof to the Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said thirty Business Day period, the Borrower shall then appoint a successor Agent who shall serve as the Agent until such time, if any, as the Majority Lenders, with but subject to the prior written consent of the Borrower, appoint resign, in which case the procedures for appointing a successor Agent set forth in this Section 12.8 shall be followed as provided above. (d) If no successor though the Agent has had been appointed pursuant to clause (b) and if the Borrower has not provided the necessary consent pursuant to clause (c) removed by the thirty-fifth Business Day after the date such notice of removal was given to the Agent, the Majority Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above.

Removal of Agent. (a) The Majority Lenders may, at any time, remove the Agent by giving thirty Business Days’ prior written notice to the Agent and the Borrower. The Borrower shall have the right to remove the Agent by written notice to the Agent if (i) the Agent is adjudged bankrupt or insolvent, (ii) a receiver or other public officer takes charge of the Agent or its property, (iii) the Agent is in material breach of its obligations hereunder or (v) the Agent otherwise becomes incapable of acting. Such removal shall take effect upon the appointment of a successor Agent pursuant to clauses paragraph (b) or (c) below or as otherwise provided below. (b) Upon any such notice of removal, the Majority Lenders shall appoint a successor Agent who shall be satisfactory to the Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said thirty Business Day period, the Borrower shall then appoint a successor Agent who shall serve as the Agent until such time, if any, as the Majority Lenders, with the consent of the Borrower, appoint a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to clause (b) and if the Borrower has not provided the necessary consent pursuant to clause (c) by the thirty-fifth Business Day after the date such notice of removal was given to the Agent, the Majority Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above.