Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks, the Borrower and each Guarantor, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower, each Guarantor and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank which has an office in New York, New York and assets in an amount not less than One Billion ($1,000,000,000) Dollars, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to the Borrower. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Banks, the Borrower and each GuarantorLenders, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower, each Guarantor and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, whichwhich Agent, unless an Event of Default shall have occurred and be continuingif not a Lender, shall be reasonably acceptable to the Borrower; provided, however, that Borrower shall have no right to approve a successor Agent if a Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within thirty (30) 30 days of after the retiring Agent's giving of Agent gives notice of resignation or the Required Banks' removal of the retiring Agentits resignation, then the retiring Agent may, on behalf of the BanksLenders and the Issuing Bank, appoint a successor Agent, which shall be a bank which has with an office in New York, New York York, or an Affiliate of any such bank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and assets in an amount not less than One Billion ($1,000,000,000) Dollarsbecome vested with all the rights, whichpowers, unless an Event privileges and duties of Default shall have occurred and be continuing, shall be reasonably acceptable to the Borrower. The Required Banks or the retiring Agent, at which point (and not earlier) the retiring Agent shall be discharged from the duties and obligations thereafter arising hereunder. After any retiring Agent’s resignation or removal hereunder as Agent, the case may be, provisions of this Section VII shall upon the appointment continue in effect for its benefit in respect of a successor Agent promptly so notify the Borrower and the otherany actions taken or omitted to be taken by it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks, the Borrower Banks and each GuarantorBorrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower, each Guarantor and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable subject to the approval of Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of Borrower shall -------- be required if a Default is in existence. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, subject to the approval of Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, -------- that no such approval of Borrower shall be required if a Default is in existence. Any successor Agent shall be a bank which has an office in New Yorka combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, New York such successor Agent shall thereupon succeed to and assets in an amount not less than One Billion ($1,000,000,000) Dollarsbecome vested with all the rights, whichpowers, unless an Event privileges and duties of Default shall have occurred and be continuing, shall be reasonably acceptable to the Borrower. The Required Banks or the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article III 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 case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the otherhereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks, Lenders and the Borrower and each GuarantorBorrower, and the Agent may be removed at any time with or without for cause by Lenders having Syndicated Loans outstanding, L/C Exposure and unused Revolving Credit Commitments representing at least 66_% of the Required Bankssum of all Syndicated Loans outstanding, L/C Exposure and unused Revolving Credit Commitments; provided that the Borrower, each Guarantor Borrower and the other Banks Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which, subject (unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable exists) to the approval of the Borrower, which approval shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a bank which has an office in New York, New York and assets in an amount not less than One Billion subject ($1,000,000,000) Dollars, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable exists) to the approval of the Borrower. The Required Banks or the retiring Agent, as the case may be, which approval shall upon the appointment of a successor Agent promptly so notify the Borrower and the othernot