Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. The Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Lenders shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000. 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. After any retiring Agent's resignation, the provisions of this Agreement 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. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving 30 days not less than 10 days' prior written notice thereof to the Lenders Banks and each Borrower and the BorrowerAgent may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal, the Lenders Required Banks shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000Agent. If no successor Agent shall have been so appointed by the Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with each Borrower, appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and which shall be a financial institution having bank that has an office in New York, New York with a combined capital and surplus in excess of at least $150,000,000100,000,000. 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. After any retiring Agent's resignationresignation or removal hereunder as Agent, the provisions of this Agreement Article 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 the Agent.

Resignation or Removal of Agent. The Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders Lenders, the Lessor and the BorrowerCompany and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Majority Lenders shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the such retiring Agent may, on behalf of the Lenders, appoint a successor Agent whichAgent, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and which shall be a financial institution Lender and a commercial bank organized, or authorized to conduct a banking business, under the laws of the United States of America or of any State thereof and having a combined capital and surplus in excess of at least $150,000,000500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such each 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 hereunderunder this Agreement and the Transaction Documents. After any retiring Agent's resignationresignation or removal hereunder as Agent, the provisions of this Agreement Article XI shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as AgentAgent under this Agreement.

Resignation or Removal of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders Banks and Franklin Electric and the BorrowerAgent may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal, the Lenders Required Banks shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable (subject to the Borrower and shall be approval of Franklin Electric if such successor Agent is not a financial institution having a combined capital and surplus in excess of $150,000,000Bank). If no successor Agent shall have been so appointed by the Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable (subject to the Borrower and approval of Franklin Electric if such successor Agent is not a Bank). Any successor Agent shall be a financial institution having bank, which has a combined capital and surplus in excess of at least $150,000,000500,000,000. 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. After any retiring Agent's resignationresignation or removal hereunder as Agent, the provisions of this Agreement Article VII 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 Agentthe Agent hereunder.

Resignation or Removal of Agent. The Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders Participants, the Trustee and the BorrowerCompany and may be removed at any time with or without cause by the Majority Participants. Upon any such resignationresignation or removal, the Lenders Majority Participants shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000Agent. If no successor Agent shall have been so appointed by the Lenders Majority Participants and shall have accepted such appointment appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Participant's removal of the retiring Agent, then the such retiring Agent may, on behalf of the LendersParticipants, appoint a successor Agent whichAgent, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and which shall be a financial institution Note Holder and a commercial bank organized, or authorized to conduct a banking business, under the laws of the United States of America or of any State thereof and having a combined capital and surplus in excess of at lease $150,000,000500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such each 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 hereunderunder this Agreement and the other Operative Documents. After any retiring Agent's resignationresignation or removal hereunder as Agent, the provisions of this Agreement Article XI shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent.Agent under this Agreement. The Original Section 11.08 shall be amended, restated, superseded and replaced with the following amended text of Section 11.08 of the Participation Agreement, effective upon consummation of all of the assignments described in paragraph 1 above:

Resignation or Removal of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving 30 days not less than thirty (30) days' prior written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Lenders Majority Banks shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000Agent. If no successor Agent shall have been so appointed by the Lenders Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with the Borrower, appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and which shall be a financial institution having bank with a combined capital and surplus in excess of at least $150,000,000100,000,000. 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. After any retiring Agent's resignationresignation or removal hereunder as Agent, the provisions of this Agreement Article 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 the Agent.

Resignation or Removal of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000Agent. If no successor Agent shall have been so appointed by the Required Lenders and or such successor shall not have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or after the removal of the Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent whichAgent, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and which shall be a financial institution bank which has an office in the United States and having a combined capital and surplus in excess of at least Five Hundred Million Dollars ($150,000,000500,000,000.00). 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 hereunderas Agent under this Agreement and the other Loan Documents. After any retiring Agent's resignationresignation or removal hereunder as Agent, the provisions of this Agreement Section 8.03 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. The Agent may resign at any time by giving 30 thirty (30) days prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Lenders shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000. 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. After any retiring Agent's resignation, the provisions of this Agreement 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. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving 30 days not less than 10 days' prior written notice thereof to the Lenders Banks and the BorrowerBorrower and the Agent may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal, the Lenders Required Banks shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000Agent. If no successor Agent shall have been so appointed by the Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with the Borrower, appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and which shall be a financial institution having bank that has an office in New York, New York with a combined capital and surplus in excess of at least $150,000,000100,000,000. 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. After any retiring Agent's resignationresigna- 54 tion or removal hereunder as Agent, the provisions of this Agreement Article 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 the Agent.

Resignation or Removal of Agent. The (a) Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders Banks and the BorrowerBorrower and the Agent may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal, the Lenders Required Banks shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably 60 acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000Borrower. If no successor Agent shall have been so appointed by the Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and Borrower. Any successor Agent shall be a financial institution having bank which has a combined capital and surplus in excess of at least $150,000,000500,000,000. 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. After any retiring Agent's resignationresignation or removal hereunder as Agent, the provisions of this Agreement Article VII 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 Agentthe Agent hereunder.

Resignation or Removal of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time (both as Agent and as Collateral Agent) by giving 30 days prior written notice thereof to the Lenders Banks and the BorrowerBorrower and the Agent (both as Agent and as Collateral Agent) may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal, the Lenders Required Banks shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred (both as Agent and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000as Collateral Agent). If no successor Agent shall have been so appointed by the Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent which, provided that no Default or Event of Default has occurred (both as Agent and is continuing, shall be reasonably acceptable to the Borrower and as Collateral Agent). Any successor Agent shall be a financial institution having bank which has a combined capital and surplus in excess of at least $150,000,000500,000,000. 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, and the retiring Agent shall cooperate in the execution and recording of any amendments to the Security Documents which are necessary to reflect the identity of the successor Collateral Agent. After any retiring Agent's resignation, the provisions of this Agreement 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. The Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Lenders shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, continuing shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and a surplus in excess of $150,000,000. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of Of the Lenders, appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000. Upon the acceptance of any appointment as Agent 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. After any retiring Agent's resignation, the provisions of this Agreement 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. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders Banks and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal, the Lenders Required Banks shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000Agent. If no successor Agent shall have been so appointed by the Lenders and Required Banks or such successor shall not have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or after the removal of the Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent whichAgent, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower and which shall be a financial institution bank which has an office in the United States and having a combined capital and surplus in excess of at least Five Hundred Million Dollars ($150,000,000500,000,000.00). 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 hereunderas Agent under this Agreement and the other Loan Documents. After any retiring Agent's resignationresignation or removal hereunder as Agent, the provisions of this Agreement Section 8.03 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. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders Banks and the Borrower; and the Agent may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal, the Lenders Required Banks shall have the right to appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be reasonably acceptable satisfactory to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000Borrower. If no such successor Agent shall have been so appointed by the Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent which, provided that no Default or Event of Default has occurred and is continuing, shall be agent reasonably acceptable satisfactory to the Borrower and Borrower, which shall be a financial institution having bank which has an office in the United States of America with a combined capital and surplus in excess of at least $150,000,000500,000,000. 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 hereunderhereunder and under the other Loan Documents. After any retiring Agent's resignationresignation or removal hereunder as Agent, the provisions of this Agreement Section 14 shall continue in effect for of its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. Section 15.