Common use of Termination or Resignation of Agent Clause in Contracts

Termination or Resignation of Agent. The Majority Lenders may terminate the Agent's appointment hereunder upon giving the Agent 90 days' prior written notice to such effect. The Agent may resign its appointment hereunder at any time upon giving 90 days' prior written notice to each Lender, without giving any reason therefor. In the event of any such termination or resignation, the Majority Lenders shall appoint a successor Agent acceptable to the Borrower (whose consent may not be unreasonably withheld). Within a reasonable time after the appointment of the successor Agent, the retiring Agent shall assign the Security to the successor Agent. Upon such assignment and/or upon the Agent's termination or resignation hereunder, the retiring Agent shall be discharged from any further obligation hereunder but shall remain entitled to the benefit of the provisions of this Section 12; and the Agent's successor and each of the other parties hereto shall have the same rights and obligations among themselves as they would have had if such successor originally had been a party hereto as the Agent. If a Person ceases to be the Agent and a successor Agent is not appointed within such 90 day period, upon the expiry of such period such Person shall receive no further compensation for acting as Agent and shall be released from all obligations as Agent, except that until a successor Agent is appointed such Person shall passively hold the Security as Agent for the Lenders without taking any action to preserve, renew, maintain or enforce the Security; and its sole remaining obligation shall be to assign the Security to its successor if and when a successor Agent is appointed.

Termination or Resignation of Agent. The Majority Lenders may terminate the Agent's appointment hereunder upon giving the Agent 90 days' prior written notice to such effect. The Agent may resign its appointment hereunder at any time as Agent, ----------------------------------- upon giving 90 30 days' prior written notice to each Lender, without giving any reason thereforthe Lenders. In If the event of any such termination or resignationAgent resigns under this Agreement, the Majority Lenders Instructing Group shall appoint from among the Lenders a successor Agent acceptable agent for the Lenders which successor agent shall be approved by the Borrowers. If no successor agent is appointed prior to the Borrower (whose consent may not be unreasonably withheld). Within a reasonable time after the appointment effective date of the successor resignation of the Agent, the retiring Agent shall assign may appoint, after consulting with Lenders and the Security to Borrowers, a successor agent from among the successor AgentLenders. Upon such assignment and/or upon the Agent's termination or resignation acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term "Agent" shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from terminated. After any further obligation retiring Agent's resignation hereunder but shall remain entitled to the benefit of as Agent, the provisions of this Section 12; Article 14 and Sections 14.5 and 16.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Agent's successor and each Lenders shall perform all of the other parties hereto shall have duties of the same rights and obligations among themselves as they would have had Agent hereunder until such time, if such successor originally had been a party hereto any, as the Agent. If a Person ceases to be the Agent and Instructing Group appoint a successor Agent is not appointed within such 90 day period, upon the expiry of such period such Person shall receive no further compensation agent as provided for acting as Agent and shall be released from all obligations as Agent, except that until a successor Agent is appointed such Person shall passively hold the Security as Agent for the Lenders without taking any action to preserve, renew, maintain or enforce the Security; and its sole remaining obligation shall be to assign the Security to its successor if and when a successor Agent is appointedabove.