Common use of Resignation or Removal of Agent; Successor Agent Clause in Contracts

Resignation or Removal of Agent; Successor Agent. (a) Subject to the appointment and acceptance of a successor AGENT as provided below, AGENT may resign at any time by giving not less than 30 days' prior written notice thereof to the LENDERS and BORROWER and AGENT may be removed at any time with cause by a unanimous vote of the LENDERS other than AGENT, provided that BORROWER shall be promptly notified thereof. Upon any such resignation or removal, the REQUIRED LENDERS shall have the right to appoint a successor AGENT which shall be a LENDER or another bank or financial institution reasonably acceptable to BORROWER and having a combined capital and surplus of at least $500,000,000, provided, however, that if an Event of Default shall have occurred and is continuing, any such other bank or financial institution need not be acceptable to BORROWER. If no successor AGENT shall have been so appointed by the REQUIRED LENDERS and shall have accepted such appointment within thirty days after the REQUIRED LENDERS' removal of the retiring AGENT, then the retiring AGENT may, after consultation with BORROWER and within ten days thereafter, on behalf of and on notice to the LENDERS, appoint a successor AGENT, which shall be one of the LENDERS. (b) The REQUIRED LENDERS or the retiring AGENT, as the case may be, shall upon the appointment of a successor AGENT promptly so notify BORROWER. (c) 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. (d) After any retiring AGENT's removal hereunder as AGENT, the provisions of this Article X 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 AGENT.

Resignation or Removal of Agent; Successor Agent. (a) Subject to the appointment and acceptance of a successor AGENT as provided below, AGENT Agent may resign as Agent at any time by giving not less than 30 days' prior written thirty (30) days advance notice thereof to Lender and Borrower and, thereafter, the LENDERS and BORROWER and AGENT may be removed at any time with cause by a unanimous vote of the LENDERS other than AGENT, provided that BORROWER retiring Agent shall be promptly notified thereofdischarged from its duties and obligations hereunder. If Agent becomes subject to an insolvency proceeding under Bankruptcy Law that is not dismissed within sixty (60) days after commencement thereof or ceases to operate its business as a going concern, Lender may, upon 20 days’ prior written notice, remove Agent and, thereafter, the removed Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation or removal, the REQUIRED LENDERS Lender shall have the right to appoint a successor AGENT which shall be a LENDER or another bank or financial institution reasonably acceptable to BORROWER and having a combined capital and surplus of at least $500,000,000, provided, however, that if an Event of Default shall have occurred and is continuing, any such other bank or financial institution need not be acceptable to BORROWERAgent. If no successor AGENT Agent shall have been so appointed by the REQUIRED LENDERS and shall have accepted such appointment within thirty days after the REQUIRED LENDERS' removal of the retiring AGENTLender, then the retiring AGENT Agent may, after consultation with BORROWER and within ten days thereafter, on behalf of and on notice to the LENDERSLender, appoint a successor AGENTAgent reasonably acceptable to Borrower (so long as no Event of Default has occurred and is continuing) and, which shall be one of the LENDERS. (b) The REQUIRED LENDERS or the retiring AGENT, as in the case may be, shall upon the appointment of a successor AGENT promptly so notify BORROWER. (c) removal of Agent, reasonably acceptable to Lender. Upon the acceptance of any appointment as AGENT Agent hereunder by a successor AGENTAgent, such successor AGENT Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AGENTor removed Agent, and the retiring AGENT shall be discharged from its duties and obligations hereunder. (d) as applicable. After any retiring AGENT's Agent’s resignation hereunder as Agent or any removed Agent’s removal hereunder as AGENTAgent, as the case maybe, the provisions of this Article X Section 10.10 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 AGENTAgent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or a removed Agent’s receipt of a notice of removal, as applicable, the retiring Agent’s resignation or the removed Agent’s removal, as the case may be, shall nevertheless thereupon become effective and Lender shall perform all of the duties of Agent hereunder until such time, if any, as Lender appoints a successor agent as provided for above.

Resignation or Removal of Agent; Successor Agent. (a) Subject to the appointment and acceptance of a successor AGENT as provided below, AGENT The Agent may resign as such at any time by giving not less than upon at least 30 days' ’ prior written notice thereof to the LENDERS Borrower and BORROWER and AGENT all Lenders. The Agent may be removed at any time with by the Majority Lenders upon at least 30 days’ prior notice by the Majority Lenders to the Borrower and the Agent but only for cause consisting of its gross negligence or willful misconduct or following a declaration of insolvency by a unanimous vote of the LENDERS other than AGENT, provided that BORROWER appropriate regulators. If the Agent at any time shall resign or be promptly notified thereof. Upon any such resignation or removalremoved, the REQUIRED LENDERS shall have the right to Majority Lenders may appoint another Lender as a successor AGENT Agent which shall be a LENDER or another bank or financial institution reasonably acceptable to BORROWER and having a combined capital and surplus of at least $500,000,000, provided, however, that if an Event of Default shall have occurred and is continuing, any such other bank or financial institution need not be acceptable to BORROWERthereupon become the Agent hereunder. If no successor AGENT Agent shall have been so appointed by the REQUIRED LENDERS Majority Lenders, and shall have accepted such appointment appointment, within thirty 30 days after the REQUIRED LENDERS' removal retiring Agent gives notice of the retiring AGENTresignation, then the retiring AGENT Agent may, after consultation with BORROWER and within ten days thereafter, on behalf of and on notice to the LENDERSLenders, appoint a the successor AGENTAgent, which shall be one of the LENDERS. (b) The REQUIRED LENDERS or the retiring AGENT, as the case may be, shall upon the appointment of a successor AGENT promptly so notify BORROWER. (c) Lenders. Upon the acceptance of any appointment as AGENT Agent hereunder by a successor AGENTAgent, such successor AGENT Agent shall be entitled to receive from the retiring Agent such documents of transfer and such assignments as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AGENT, Agent and the retiring AGENT Agent shall be discharged from its duties and obligations as Agent under this Agreement. Notwithstanding the foregoing, if no Event of Default exists and is continuing, any successor Agent appointed hereunder, which must be a commercial banking institution, must be acceptable to the Borrower, provided the Borrower’s consent to the appointment will not be unreasonably withheld or delayed. (d) After any retiring AGENT's removal hereunder as AGENT, the provisions of this Article X 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 AGENT.

Resignation or Removal of Agent; Successor Agent. (a) Subject to the appointment and acceptance of a successor AGENT as provided below, AGENT may resign at any time by giving not less than 30 days' prior written notice thereof to the LENDERS and BORROWER and AGENT may be removed at any time with cause by a unanimous vote of the LENDERS other than AGENT, provided that BORROWER shall be promptly notified thereof. Upon any such resignation or removal, the REQUIRED LENDERS shall have the right to appoint a successor AGENT which shall be a LENDER or another bank or financial institution reasonably acceptable to BORROWER and having a combined capital and surplus of at least $500,000,000, provided, however, that if an Event of Default shall have occurred and is continuing, any such other bank or financial institution need not be acceptable to BORROWER. If no successor AGENT shall have been so appointed by the REQUIRED LENDERS and shall have accepted such appointment within thirty days after the REQUIRED LENDERS' removal of the retiring AGENT, then the retiring AGENT may, after consultation with BORROWER and within ten days thereafter, on behalf of and on notice to the LENDERS, appoint a successor AGENT, which shall be one of the LENDERS. (b) The REQUIRED LENDERS or the retiring AGENT, as the case may be, shall upon the appointment of a successor AGENT promptly so notify BORROWER. (c) 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. (d) After any retiring AGENT's removal hereunder as AGENT, the provisions of this Article X IX 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 AGENT.

Resignation or Removal of Agent; Successor Agent. (a) Subject to the appointment and acceptance of a successor AGENT as provided below, AGENT The Agent may resign as such at any time by giving not less than upon at least 30 days' prior written notice thereof to the LENDERS Company and BORROWER and AGENT all Lenders. The Agent may be removed at any time with by the Required Lenders upon at least 30 days' prior written notice by the Required Lenders to the Company and the Agent, but only: (a) for cause by consisting of its willful misconduct; (b) following a unanimous vote declaration of insolvency of the LENDERS other than AGENTAgent by appropriate regulators; or (c) the Agent's failure to take action directed by all the Lenders or the Required Lenders within ten (10) days after receipt of written notice, after the Lenders have agreed to indemnify the Agent provided that BORROWER for herein. If the Agent at any time shall resign or be promptly notified thereof. Upon any such resignation or removalremoved, the REQUIRED LENDERS Required Lenders, with the prior written approval of the Company (which approval shall have not be unreasonably withheld, but shall not be required upon the right to appoint a successor AGENT which shall be a LENDER or another bank or financial institution reasonably acceptable to BORROWER occurrence and having a combined capital and surplus during the continuance of at least $500,000,000, provided, however, that if an Event of Default Default), may appoint another Lender as a successor Agent which shall have occurred and is continuing, any such other bank or financial institution need not be acceptable to BORROWERthereupon become the Agent hereunder. If no successor AGENT Agent shall have been so appointed by the REQUIRED LENDERS Required Lenders, and shall have accepted such appointment appointment, within thirty 30 days after the REQUIRED LENDERS' removal retiring Agent has given notice of the retiring AGENTresignation, then the retiring AGENT Agent may, after consultation with BORROWER the prior written approval of the Company (which approval shall not be unreasonably withheld, and within ten days thereafter, shall not be required upon the occurrence and during the continuance of an Event of Default) and on behalf of and on notice to the LENDERSLenders, appoint a successor AGENTAgent, which shall be one of the LENDERS. (b) The REQUIRED LENDERS or the retiring AGENT, as the case may be, shall upon the appointment of a successor AGENT promptly so notify BORROWER. (c) Lenders. Upon the acceptance of any appointment as AGENT Agent hereunder by a successor AGENTAgent, such successor AGENT Agent shall be entitled to receive from the retiring Agent such documents of transfer and such assignments as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AGENT, Agent and the retiring AGENT Agent shall be discharged from its duties and obligations hereunderas Agent under this Agreement. The successor Agent shall be entitled to negotiate its own fee structure with the Company, but in any event shall be entitled to receive as compensation an amount not less than the amount the retiring Agent would have been entitled to receive. (d) After any retiring AGENT's removal hereunder as AGENT, the provisions of this Article X 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 AGENT.