Common use of Resignation by Agent Clause in Contracts

Resignation by Agent. Section 8.6.1. The Agent may resign from the performance of all its functions and duties under the Financing Documents at any time by giving 30 days' prior written notice to the Borrower and each of the Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections 8.6.2 and 8.6.3 below or as otherwise provided below. Section 8.6.2. Upon any such notice of resignation, the Majority Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). Section 8.6.3. If a successor Agent shall not have been so appointed within said 30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section 8.6.4. If no successor Agent has been appointed pursuant to Sections 8.6.2 or 8.6.3 by the 40th day after the date such notice of resignation was given by the resigning Agent, the resigning Agent's resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower or any Subsidiary until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided above.

Resignation by Agent. Section 8.6.1. The Agent may resign from the performance of all its ------------- functions and duties under the Financing Documents at any time by giving 30 days' prior written notice to the Borrower and each of the Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections 8.6.2 and 8.6.3 below or as otherwise provided -------------- ----- below. Section 8.6.2. Upon any such notice of resignation, the Majority ------------- Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). Section 8.6.3. If a successor Agent shall not have been so appointed ------------- within said 30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section 8.6.4. If no successor Agent has been appointed pursuant to ------------- Sections 8.6.2 or 8.6.3 by the 40th day after the date such notice of -------------- ----- resignation was given by the resigning Agent, the resigning Agent's resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower or any Subsidiary until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided above.

Resignation by Agent. Section SECTION 8.6.1. The Agent may resign from the performance of all its functions and duties under the Financing Documents at any time by giving 30 days' prior written notice to the Borrower and each of the Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections SECTIONS 8.6.2 and 8.6.3 below or as otherwise provided below. Section SECTION 8.6.2. Upon any such notice of resignation, the Majority Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). Section SECTION 8.6.3. If a successor Agent shall not have been so appointed within said 30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section SECTION 8.6.4. If no successor Agent has been appointed pursuant to Sections SECTIONS 8.6.2 or 8.6.3 by the 40th day after the date such notice of resignation was given by the resigning Agent, the resigning Agent's resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower or any Subsidiary until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided above.

Resignation by Agent. Section SECTION 8.6.1. The Agent may resign from the performance of all its functions and duties under the Financing Documents at any time by giving 30 days' prior written notice to the Borrower and each of the Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections SECTIONS 8.6.2 and 8.6.3 below or as otherwise provided below. Section SECTION 8.6.2. Upon any such notice of resignation, the Majority Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). Section SECTION 8.6.3. If a successor Agent shall not have been so appointed within said 30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section SECTION 8.6.4. If no successor Agent has been appointed pursuant to Sections SECTIONS 8.6.2 or 8.6.3 by the 40th day after the date such notice of resignation was given by the resigning Agent, the resigning Agent's resignation shall become effective and the Majority Lenders shall promptly thereafter perform all the duties of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower or any Subsidiary until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided aboveAgent (without regard to the requirements of SECTIONS 8.6.2 or 8.

Resignation by Agent. Section 8.6.1. (a) The Agent may resign from the performance of all its functions and duties under the Financing Documents at any time by giving 30 days' prior written notice to the Borrower and each of the Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections 8.6.2 8.6(b) and 8.6.3 8.6(c) below or as otherwise provided below. Section 8.6.2. (b) Upon any such notice of resignation, the Majority Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). Section 8.6.3. (c) If a successor Agent shall not have been so appointed within said 30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section 8.6.4. (d) If no successor Agent has been appointed pursuant to Sections 8.6.2 8.6b or 8.6.3 8.6(c) by the 40th day after the date such notice of resignation was given by the resigning Agent, the resigning Agent's resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Borrowing Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower or any Subsidiary until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided above.

Resignation by Agent. Section 8.6.1An Agent's status as Agent under this -------------------- Agreement shall automatically terminate fifteen (15) days after the closing or liquidation of such Agent or fifteen (15) days after such Agent is adjudicated insolvent. The Additionally, Agent may resign from the performance of all its functions and duties under the Financing Documents position as Agent at any time by giving 30 days' prior at least thirty (30) days written notice thereof to Borrowers and the Borrower and each of the other Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections 8.6.2 and 8.6.3 below or as otherwise provided below. Section 8.6.2. Upon any such notice occurrence causing a termination of resignation, Agent or the Majority Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event delivery of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). Section 8.6.3. If a successor Agent shall not have been so appointed within said 30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section 8.6.4. If no successor Agent has been appointed pursuant to Sections 8.6.2 or 8.6.3 by the 40th day after the date such notice of resignation was given by the resigning from Agent, the resigning Required Lenders and Borrowers shall select a successor Agent. If the Required Lenders and Borrowers cannot agree upon the choice of the successor Agent within ten (10) days after the occurrence causing a termination in the case of a termination of Agent, or ten (10) days prior to the effective resignation date set forth in Agent's resignation notice in the case of a resignation by Agent, then the Designated Successor Agent shall become effective the successor Agent. Borrowers shall be entitled to participate in the selection of the replacement Agent only prior to the occurrence of a Default. Upon any such termination or resignation, (a) the successor Agent shall automatically be vested with all rights, powers and privileges and be bound to all duties, obligations and responsibilities of Agent in and under this Agreement and the Majority Lenders other Loan Documents and shall thereafter perform be deemed the "Agent" for all purposes under the duties Loan Documents and (b) such terminating or resigning Agent shall act only in a custodial capacity for the holding by it of any funds theretofore received from Borrowers and any such funds shall be held in trust for the benefit of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower Lenders or any Subsidiary until such time, if anyBorrowers, as the Majority Lenderscase may be. Additionally, upon the successor Agent becoming Agent as provided in this Section 9.13, the terminating or resigning Agent and so long the new Agent shall ------------ execute such documents as no Default or Event of Default exists and is continuing, any Lender may reasonably request to reflect such succession. All costs incurred in connection with the consent execution of the Borrower, which such documents shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided abovepaid by Lenders in proportion to each Lender's Loan Percentage.

Resignation by Agent. Section SECTION 8.6.1. The Agent may resign from the performance of all its functions and duties under the Financing Documents at any time by giving 30 days' prior written notice to the Borrower and each of the Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections SECTIONS 8.6.2 and 8.6.3 below or as otherwise provided below. Section SECTION 8.6.2. Upon any such notice of resignation, the Majority Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). Section SECTION 8.6.3. If a successor Agent shall not have been so appointed within said 30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section SECTION 8.6.4. If no successor Agent has been appointed pursuant to Sections SECTIONS 8.6.2 or 8.6.3 by the 40th day after the date such notice of resignation was given by the resigning Agent, the resigning Agent's resignation shall become effective and the Majority Lenders shall promptly thereafter perform all the duties of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower or any Subsidiary until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided aboveAgent (without regard to the requirements of SECTIONS 8.6.2 or 8.

Resignation by Agent. Section 8.6.1. The Agent may resign from the performance of all its functions and duties under the Financing Documents at any time by giving 30 days' prior written notice to the Borrower and each of the Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections SECTIONS 8.6.2 and 8.6.3 below or as otherwise provided below. Section 8.6.2. Upon any such notice of resignation, the Majority Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and is generally familiar and has lending experience with technology based industries and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). Section 8.6.3. If a successor Agent shall not have been so appointed within said `30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section 8.6.4. If no successor Agent has been appointed pursuant to Sections 8.6.2 SECTIONS 8 6.2 or 8.6.3 by the 40th day after the date such notice of resignation was given by the resigning Agent, the resigning Agent's resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect an adverse effect on the Borrower or any Subsidiary until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided above.

Resignation by Agent. Section 8.6.1. The (a) Agent may resign from the performance of all its functions and duties under the Financing Documents hereunder at any time by giving 30 daysfifteen (15) Business Days' prior written notice to the Borrower and each of the Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, Agent of appointment pursuant to Sections 8.6.2 clauses (b) and 8.6.3 (c) below or as otherwise provided below. Section 8.6.2. (b) Upon any such notice of resignation, the Majority Required Lenders shall appoint a successor Agent, who shall Agent with the prior written consent of Borrower (not to be a Lender andunreasonably withheld or delayed), so long as no Default or Event of Default exists has occurred and is continuing, and who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000)company. Section 8.6.3. (c) If a successor Agent shall not have been so appointed within said 30 day fifteen (15) Business Day period, the resigning Agent, with with, provided no Event of Default has occurred and is continuing, the prior written consent of the Borrower, which shall Borrower (not to be unreasonably withheld or delayed), shall then appoint a successor Agent, who shall be a Lender and Agent who shall serve as the Agent, Agent until such time, if any, as the Majority Required Lenders, and so long as with, provided no Default or Event of Default exists has occurred and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section 8.6.4. (d) If no successor Agent has been appointed pursuant to Sections 8.6.2 clause (b) or 8.6.3 (c) by the 40th day twentieth (20th) Business Day after the date such notice of resignation was given by the resigning Agent, the resigning Agent's resignation shall become effective and the Majority Required Lenders shall thereafter perform all the duties of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower or any Subsidiary hereunder until such time, if any, as the Majority Required Lenders, and so long as with, provided no Default or Event of Default exists has occurred and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent, Agent as provided above.

Resignation by Agent. Section 8.6.1An Agent's status as Agent under this Agreement shall automatically terminate fifteen (15) days after the closing or liquidation of such Agent or fifteen (15) days after such Agent is adjudicated insolvent. The Additionally, Agent may resign from the performance of all its functions and duties under the Financing Documents position as Agent at any time by giving 30 days' prior at least thirty (30) days written notice thereof to AMRESCO and the Borrower and each of the other Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections 8.6.2 and 8.6.3 below or as otherwise provided below. Section 8.6.2. Upon any such notice occurrence causing a termination of resignation, Agent or the Majority Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event delivery of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). Section 8.6.3. If a successor Agent shall not have been so appointed within said 30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section 8.6.4. If no successor Agent has been appointed pursuant to Sections 8.6.2 or 8.6.3 by the 40th day after the date such notice of resignation was given by the resigning from Agent, the resigning Required Lenders and AMRESCO shall select a successor Agent. If the Required Lenders and AMRESCO cannot agree upon the choice of the successor Agent within ten (10) days after the occurrence causing a termination in the case of a termination of Agent, or ten (10) days prior to the effective resignation date set forth in Agent's resignation notice in the case of a resignation by Agent, then the Designated Successor Agent shall become effective the successor Agent. AMRESCO shall be entitled to participate in the selection of the replacement Agent only prior to the occurrence of a Default. Upon any such termination or resignation, (a) the successor Agent shall automatically be vested with all rights, powers and privileges and be bound to all duties, obligations and responsibilities of Agent in and under this Agreement and the Majority Lenders other Loan Documents and shall thereafter perform be deemed the "Agent" for all purposes under the duties Loan Documents and (b) such terminating or resigning Agent shall act only in a custodial capacity for the holding by it of any funds theretofore received from Borrowers and any such funds shall be held in trust for the benefit of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower Lenders or any Subsidiary until such time, if anyBorrowers, as the Majority Lenderscase may be. Additionally, upon the successor Agent becoming Agent as provided in this Section 10.13, the terminating or resigning Agent and so long the new Agent shall execute such documents as no Default or Event of Default exists and is continuing, any Lender may reasonably request to reflect such succession. All costs incurred in connection with the consent execution of the Borrower, which such documents shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided abovepaid by Lenders in proportion to each Lender's Loan Percentage.

Resignation by Agent. Section 8.6.1. The (a) Agent may resign from the performance of all its functions and duties under the Financing Documents hereunder at any time by giving 30 daysfifteen (15) Business Days' prior written notice to the Borrower Borrowers and each of the Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, Agent of appointment pursuant to Sections 8.6.2 clauses (b) and 8.6.3 (c) below or as otherwise provided below. Section 8.6.2. (b) Upon any such notice of resignation, the Majority Required Lenders shall appoint a successor Agent, who shall Agent with the prior written consent of Borrower (not to be a Lender andunreasonably withheld 133 135 or delayed), so long as no Default or Event of Default exists has occurred and is continuing, and who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000)company. Section 8.6.3. (c) If a successor Agent shall not have been so appointed within said 30 day fifteen (15) Business Day period, the resigning Agent, with with, provided no Event of Default has occurred and is continuing, the prior written consent of the Borrower, which shall Borrowers (not to be unreasonably withheld or delayed), shall then appoint a successor Agent, who shall be a Lender and Agent who shall serve as the Agent, Agent until such time, if any, as the Majority Required Lenders, and so long as with, provided no Default or Event of Default exists has occurred and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayedBorrowers, appoint a successor Agent as provided above. Section 8.6.4. (d) If no successor Agent has been appointed pursuant to Sections 8.6.2 clause (b) or 8.6.3 (c) by the 40th day twentieth (20th) Business Day after the date such notice of resignation was given by the resigning Agent, the resigning Agent's resignation shall become effective and the Majority Required Lenders shall thereafter perform all the duties of the resigning Agent under the Financing Documents including without limitation directing the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower or any Subsidiary hereunder until such time, if any, as the Majority Required Lenders, and so long as with, provided no Default or Event of Default exists has occurred and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayedBorrowers, appoint a successor Agent, Agent as provided above.

Resignation by Agent. Section 8.6.1An Agent's status as Agent under this Agreement shall automatically terminate fifteen (15) days after the closing or liquidation of such Agent or fifteen (15) days after such Agent is adjudicated insolvent. The Additionally, Agent may resign from the performance of all its functions and duties under the Financing Documents position as Agent at any time by giving 30 days' prior at least thirty (30) days written notice thereof to AMRESCO and the Borrower and each of the other Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections 8.6.2 and 8.6.3 below or as otherwise provided below. Section 8.6.2. Upon any such notice occurrence causing a termination of resignation, Agent or the Majority Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event delivery of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). Section 8.6.3. If a successor Agent shall not have been so appointed within said 30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section 8.6.4. If no successor Agent has been appointed pursuant to Sections 8.6.2 or 8.6.3 by the 40th day after the date such notice of resignation was given by the resigning from Agent, the resigning Required Lenders and AMRESCO shall select a successor Agent. If the Required Lenders and AMRESCO cannot agree upon the choice of the successor Agent within ten (10) days after the occurrence causing a termination in the case of a termination of Agent, or ten (10) days prior to the effective resignation date set forth in Agent's resignation notice in the case of a resignation by Agent, then the Designated Successor Agent shall become effective the successor Agent. AMRESCO shall be entitled to participate in the selection of the replacement Agent only prior to the occurrence of a Default. Upon any such termination or resignation, (a) the successor Agent shall automatically be vested with all rights, powers and privileges and be bound to all duties, obligations and responsibilities of Agent in and under this Agreement and the Majority Lenders other Loan Documents and shall thereafter perform be deemed the "Agent" for all purposes under the duties of the Loan Documents and (b) such terminating or resigning Agent under shall act only in a custodial capacity for the Financing Documents including without limitation directing holding by it of any funds theretofore received from Borrower and any such funds shall be held in trust for the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration benefit of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower Lenders or any Subsidiary until such time, if anyBorrower, as the Majority Lenderscase may be. Additionally, upon the successor Agent becoming Agent as provided in this Section 10.13, the terminating or resigning Agent and so long the new Agent shall execute such documents as no Default or Event of Default exists and is continuing, any Lender may reasonably request to reflect such succession. All costs incurred in connection with the consent execution of the Borrower, which such documents shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided abovepaid by Lenders in proportion to each Lender's Aggregate Loan Percentage.

Resignation by Agent. Section 8.6.1An Agent's status as Agent under this Agreement shall automatically terminate fifteen (15) days after the closing or liquidation of such Agent or fifteen (15) days after such Agent is adjudicated insolvent. The Additionally, Agent may resign from the performance of all its functions and duties under the Financing Documents position as Agent at any time by giving 30 days' prior at least thirty (30) days written notice thereof to AMRESCO and the Borrower and each of the other Lenders. Such resignation shall take effect upon the acceptance by a successor Agent, of appointment pursuant to Sections 8.6.2 and 8.6.3 below or as otherwise provided below. Section 8.6.2. Upon any such notice occurrence causing a termination of resignation, Agent or the Majority Lenders shall appoint a successor Agent, who shall be a Lender and, so long as no Default or Event delivery of Default exists and is continuing, who shall be reasonably satisfactory to the Borrower and in any event shall be an incorporated bank or trust company with a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). Section 8.6.3. If a successor Agent shall not have been so appointed within said 30 day period, the resigning Agent, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, shall then appoint a successor Agent, who shall be a Lender and who shall serve as the Agent, until such time, if any, as the Majority Lenders, and so long as no Default or Event of Default exists and is continuing, with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Agent as provided above. Section 8.6.4. If no successor Agent has been appointed pursuant to Sections 8.6.2 or 8.6.3 by the 40th day after the date such notice of resignation was given by the resigning from Agent, the resigning Required Lenders and AMRESCO shall select a successor Agent. If the Required Lenders and AMRESCO cannot agree upon the choice of the successor Agent within ten (10) days after the occurrence causing a termination in the case of a termination of Agent, or ten (10) days prior to the effective resignation date set forth in Agent's resignation notice in the case of a resignation by Agent, then the Designated Successor Agent shall become effective the successor Agent. AMRESCO shall be entitled to participate in the selection of the replacement Agent only prior to the occurrence of a Default. Upon any such termination or resignation, (a) the successor Agent shall automatically be vested with all rights, powers and privileges and be bound to all duties, obligations and responsibilities of Agent in and under this Agreement and the Majority Lenders other Loan Documents and shall thereafter perform be deemed the "Agent" for all purposes under the duties of the Loan Documents and (b) such terminating or resigning Agent under shall act only in a custodial capacity for the Financing Documents including without limitation directing holding by it of any funds theretofore received from Borrowers and any such funds shall be held in trust for the Borrower on how to submit Requests and Interest Rate Elections and otherwise on administration benefit of the Agent's duties under the Financing Documents and the Borrower shall comply therewith so long as such directions do not have a Material Adverse Effect on the Borrower Lenders or any Subsidiary until such time, if anyBorrowers, as the Majority Lenderscase may be. Additionally, upon the successor Agent becoming Agent as provided in this Section 10.13, the terminating or resigning Agent and so long the new Agent shall execute such documents as no Default or Event of Default exists and is continuing, any Lender may reasonably request to reflect such succession. All costs incurred in connection with the consent execution of the Borrower, which such documents shall not be unreasonably withheld or delayed, appoint a successor Agent, as provided abovepaid by Lenders in proportion to each Lender's Aggregate Loan Percentage.