Common use of Resignation of the Agent; Successor Agent Clause in Contracts

Resignation of the Agent; Successor Agent. The Agent may ----------------------------------------- resign as the Agent upon 20 days' notice to the Banks. Upon the resignation of the Agent, the Required Banks shall appoint from among the Banks a successor Agent which is a bank or a trust company for the Banks subject, to the extent that no payment Default or Event of Default has occurred and is then continuing, to prior approval by the Borrower (such approval not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a successor Agent shall not have been so appointed within such 20 day period after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under any other Credit Documents until such time, if any, as the Required Banks appoint a successor Agent as provided above. After the resignation of the Agent hereunder, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Resignation of the Agent; Successor Agent. The Agent may ----------------------------------------- resign as the Agent upon 20 days' notice to the Banks. Upon In the resignation of event the AgentAgent delivers such notice, the Required Banks shall appoint from among the Banks a successor Agent which is a bank or a trust company for the Banks subject, to the extent that no payment Default or Event of Default has occurred and is then continuing, subject to prior approval by the Borrower (such approval not to be unreasonably withheld or delayedwithheld), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a no successor Agent shall not have has been so appointed within such 20 by the Required Banks pursuant to the preceding sentence by the 20th day period after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all the duties of the Agent hereunder and/or under any other Credit Documents Document (other than under any Security Document except to the extent so appointed in accordance with the terms thereof) until such time, if any, as the Required Banks appoint a successor Agent as provided above. After the resignation of the Agent hereunder, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Resignation of the Agent; Successor Agent. (a) The Agent may ----------------------------------------- resign as from the Agent upon 20 days' performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving 15 Business Days’ prior written notice to the BanksLenders. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon the any such notice of resignation of by the Agent, the Required Banks Lenders shall appoint from among the Banks a successor Agent which is hereunder or thereunder who shall be a commercial bank or a trust company for the Banks subject, reasonably acceptable to the extent that no payment Default or Event of Default has occurred and is then continuing, to prior approval by the Borrower Workflow. (such approval not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. c) If a successor Agent shall not have been so appointed within such 20 day period 15 Business Day period, the Agent with the consent of Workflow (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Agent who shall serve a successor Agent, as provided above. (d) If no successor Agent has been appointed pursuant to clause (b) or (c) above by the 20th Business Day after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks Required Lenders shall thereafter perform all the duties of the Agent hereunder and/or under any other Credit Documents Document until such time, if any, as the Required Banks Lenders appoint a successor Agent as provided above. After the resignation of the Agent hereunder, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Resignation of the Agent; Successor Agent. The Agent may resign ----------------------------------------- resign as the Agent upon 20 days' notice to the Banks. Upon the resignation of the Agent, the Required Banks shall appoint from among the Banks a successor Agent which is a bank or a trust company for the Banks subject, to the extent that no payment Default or Event of Default has occurred and is then continuing, to prior approval by the Borrower (such approval not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a successor Agent shall not have been so appointed within such 20 day period after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under any other Credit Documents until such time, if any, as the Required Banks appoint a successor Agent as provided above. After the resignation of the Agent hereunder, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.. --126--

Resignation of the Agent; Successor Agent. (a) The Agent may ----------------------------------------- resign as from the Agent upon 20 daysperformance of all its respective functions and duties hereunder and/or under the other Credit Documents at any time by giving 15 Business Days' prior written notice to the BanksLenders. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon the any such notice of resignation of by the Agent, the Required Banks Xxxxxxx shall appoint from among the Banks a successor Agent which is hereunder or thereunder who shall be a commercial bank or a trust company for the Banks subject, reasonably acceptable to the extent that no payment Default or Event of Default has occurred and is then continuing, to prior approval by the Borrower Workflow. (such approval not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. c) If a successor Agent shall not have been so appointed within such 20 day period 15 Business Day period, the Agent with the consent of Workflow (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Agent who shall serve a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to clause (b) or (c) above by the 20th Business Day after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks Required Lenders shall thereafter perform all the duties of the Agent hereunder and/or under any other Credit Documents Document until such time, if any, as the Required Banks Lenders appoint a successor Agent as provided above. After the resignation of the Agent hereunder, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.102