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

Resignation of the Agent; Successor Agent. Subject (in the case of the Administrative Agent) to the appointment and acceptance of a successor as provided below, the Administrative Agent or the Syndication Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders with, as long as no Event of Default has occurred and is continuing, the consent of the Borrower, which consent shall not be unreasonably withheld, shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $1,000,000,000. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the Administrative Agent's giving of notice of resignation, then the Administrative Agent may, on behalf of the Lenders and with, as long as no Event of Default has occurred and is continuing, the consent of the Borrower (not to be unreasonably withheld), appoint a successor Administrative Agent, which successor shall be any Lender or a commercial bank organized under the laws of the United States or any political subdivision thereof which has minimum capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 11.9 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 Administrative Agent. In the event of the resignation of the Syndication Agent, the Administrative Agent immediately shall assume the obligations of the Syndication Agent hereunder.

Resignation of the Agent; Successor Agent. Subject (in the case of the Administrative Agent) to the appointment and acceptance of a successor as provided below, (i) the Administrative Agent or the Syndication Agent may resign at any time by giving notice thereof to the Lenders and Cornerstone, on behalf of the BorrowerBorrowers, and (ii) in the event of a judicial determination of gross negligence or willful misconduct with respect to the manner in which the Agent has carried out its duties hereunder, the Agent may be removed as Agent under the Loan Documents at any time after such determination by the Required Lenders upon at least thirty (30) Business Days' prior notice. Upon any such resignationresignation or removal, the Required Lenders withLenders, as long as no Event of Default has occurred and is continuing, with the consent of the Borrower, which Borrowers (such consent shall not to be unreasonably withheld) unless there then exists a Default or Event of Default, shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $1,000,000,000500,000,000. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the Administrative Agent's giving of notice of resignationresignation or the removal of the Agent by the Required Lenders, then the Administrative Agent may, on behalf of the Lenders and with, as long as no Event of Default has occurred and is continuing, the consent of the Borrower (not to be unreasonably withheld)Lenders, appoint a successor Administrative Agent, which successor shall be any Lender or a commercial bank organized under the laws of the United States or any political subdivision thereof which has have minimum capital and surplus of at least $1,000,000,000500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 11.9 12.9 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 Administrative Agent. In the event of the resignation of the Syndication Agent, the Administrative Agent immediately shall assume the obligations of the Syndication Agent hereunder.