Common use of Resignation or Removal of the Agent Clause in Contracts

Resignation or Removal of the Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Banks and the Company, and the Agent may be removed at any time with or without cause by the Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, the retiring Agent may, on behalf of the Banks, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $1,000,000,000 and with its deposits insured by the FDIC. Upon the acceptance of any such appointment, the successor Agent shall 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 under the Credit Documents. Such successor Agent shall promptly specify its Principal Office referred to in SECTIONS 3.1 and 5.1 by notice to the Company and the Banks. After any retiring Agent's resignation or removal hereunder as the Agent, the provisions of this SECTION 11 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 the Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Banks Lenders and the Company, and the Agent may be removed at any time with or without cause by the Required BanksLenders. Upon any such resignation or removal, the Required Banks Lenders (after consultation with the Company) shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 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. Any successor Agent , which shall be a bank which has an office in or trust company organized under the laws of the United States of America or any state thereof and a combined capital having capital, surplus and surplus undivided profits of at least $1,000,000,000 and with which has its deposits insured by headquarters in the FDICUnited States. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such appointment, the 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 under the Credit Documents. Such successor Agent shall promptly specify its Principal Office referred to in SECTIONS 3.1 and 5.1 by notice to the Company and the Bankshereunder. After any retiring Agent's resignation or removal hereunder as the Agent, the provisions of this SECTION 11 Article 12. 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 the Agent. Subject If, at any time, Lenders holding Notes having aggregate outstanding principal balances equal to at least 75% of the then outstanding amount of the Aggregate Commitment (excluding from such computation the Agent and its Notes) shall deem it advisable, those Lenders may submit to the appointment and acceptance Agent notification by certified mail, return receipt requested of a successor its removal as Agent under this Agreement, which removal shall be effective as provided belowof the date of receipt of such notice by the Agent. If, at any time, the Agent shall deem it advisable, in its sole discretion, it may resign at submit to each of the Lenders written notification, by certified mail, return receipt requested, of its resignation as Agent under this Agreement, which resignation shall be effective as of thirty days after the date of such notice. In the event of any time by giving notice thereof such removal or resignation, the Required Lenders may appoint a successor to the Banks and Agent. In the Company, and event the Agent shall have resigned and/or have been removed and so long as no successor shall have been appointed, the Borrower shall make all payments due each Lender hereunder directly to that Lender and all powers specifically delegated to the Agent by the terms hereof may be removed at any time with or without cause exercised by the Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, the retiring Agent may, on behalf of the Banks, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $1,000,000,000 and with its deposits insured by the FDICLenders. Upon the acceptance of any such appointment, the successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties removal or resignation of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Credit other Loan Documents. Such successor Agent shall promptly specify its Principal Office referred to in SECTIONS 3.1 and 5.1 by notice to After the Company and the Banks. After any retiring Agent's removal or resignation or removal hereunder as of the Agent, the provisions of this SECTION 11 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 the AgentAgent hereunder and under the other Loan Documents.

Resignation or Removal of the Agent. Subject If, at any time, Lenders holding Notes having aggregate outstanding principal balances equal to at least 75% of the then outstanding amount of the Aggregate Facility A Commitment (excluding from such computation the Agent and its Notes) shall deem it advisable, those Lenders may submit to the appointment and acceptance Agent notification by certified mail, return receipt requested of a successor its removal as Agent under this Agreement, which removal shall be effective as provided belowof the date of receipt of such notice by the Agent. If, at any time, the Agent shall deem it advisable, in its sole discretion, it may resign at any time submit to each of the Lenders written notification, by giving notice thereof to the Banks and the Companycertified mail, and the return receipt requested, of its resignation as Agent may under this Agreement, which resignation shall be removed at any time with or without cause by the Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within effective as of 30 days after the retiring Agent's giving date of notice such notice. In the event of resignation any such removal or resignation, the Required Banks' removal of the retiring Agent, the retiring Agent may, on behalf of the Banks, Lenders may appoint a successor to the Agent. Any successor In the event the Agent shall be a bank which has an office in have resigned and/or have been removed and so long as no successor shall have been appointed, the United States Borrower shall make all payments due each Lender hereunder directly to that Lender and a combined capital and surplus of at least $1,000,000,000 and with its deposits insured all powers specifically delegated to the Agent by the FDICterms hereof may be exercised by the Required Lenders. Upon the acceptance of any such appointment, the successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties removal or resignation of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Credit other Loan Documents. Such successor Agent shall promptly specify its Principal Office referred to in SECTIONS 3.1 and 5.1 by notice to After the Company and the Banks. After any retiring Agent's removal or resignation or removal hereunder as of the Agent, the provisions of this SECTION 11 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 the AgentAgent hereunder and under the other Loan Documents.

Resignation or Removal of the Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Banks and the Company, and the Agent may be removed at any time with or without cause by the Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, the retiring Agent may, on behalf of the Banks, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $1,000,000,000 250,000,000 and with its deposits insured by the FDIC. Upon the acceptance of any such appointment, the successor Agent shall 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 under the Credit Documents. Such successor Agent shall promptly specify its Principal Office referred to in SECTIONS 3.1 and 5.1 by notice to the Company and the Banks. After any retiring Agent's resignation or removal hereunder as the Agent, the provisions of this SECTION 11 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 the Agent. Subject If, at any time, Lenders holding Notes having aggregate outstanding principal balances equal to at least 75% of the then outstanding amount of the Aggregate Facility B Commitment (excluding from such computation the Agent and its Notes) shall deem it advisable, those Lenders may submit to the appointment and acceptance Agent notification by certified mail, return receipt requested of a successor its removal as Agent under this Agreement, which removal shall be effective as provided belowof the date of receipt of such notice by the Agent. If, at any time, the Agent shall deem it advisable, in its sole discretion, it may resign at any time submit to each of the Lenders written notification, by giving notice thereof to the Banks and the Companycertified mail, and the return receipt requested, of its resignation as Agent may under this Agreement, which resignation shall be removed at any time with or without cause by the Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within effective as of 30 days after the retiring Agent's giving date of notice such notice. In the event of resignation any such removal or resignation, the Required Banks' removal of the retiring Agent, the retiring Agent may, on behalf of the Banks, Lenders may appoint a successor to the Agent. Any successor In the event the Agent shall be a bank which has an office in have resigned and/or have been removed and so long as no successor shall have been appointed, the United States Borrower shall make all payments due each Lender hereunder directly to that Lender and a combined capital and surplus of at least $1,000,000,000 and with its deposits insured all powers specifically delegated to the Agent by the FDICterms hereof may be exercised by the Required Lenders. Upon the acceptance of any such appointment, the successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties removal or resignation of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Credit other Facility B Loan Documents. Such successor Agent shall promptly specify its Principal Office referred to in SECTIONS 3.1 and 5.1 by notice to After the Company and the Banks. After any retiring Agent's removal or resignation or removal hereunder as of the Agent, the provisions of this SECTION 11 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 the AgentAgent hereunder and under the other Facility B Loan Documents.

Resignation or Removal of the Agent. Subject If, at any time, Lenders holding Notes having aggregate outstanding principal balances equal to at least 75% of the then outstanding amount of the Aggregate Commitment (excluding from such computation the Agent and its Notes) shall deem it advisable, those Lenders may submit to the appointment and acceptance Agent notification by certified mail, return receipt requested of a successor its removal as Agent under this Agreement, which removal shall be effective as provided belowof the date of receipt of such notice by the Agent. If, at any time, the Agent shall deem it advisable, in its sole discretion, it may resign at submit to each of the Lenders written notification, by certified mail, return receipt requested, of its resignation as Agent under this Agree- ment, which resignation shall be effective as of thirty days after the date of such notice. In the event of any time by giving notice thereof such removal or resignation, the Required Lenders may appoint a successor to the Banks and Agent. In the Company, and event the Agent shall have resigned and/or have been removed and so long as no successor shall have been appointed, the Borrower shall make all payments due each Lender hereunder directly to that Lender and all powers specifically delegated to the Agent by the terms hereof may be removed at any time with or without cause exercised by the Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, the retiring Agent may, on behalf of the Banks, appoint a successor Agent. Any successor Agent shall be a bank which has an office in the United States and a combined capital and surplus of at least $1,000,000,000 and with its deposits insured by the FDICLenders. Upon the acceptance of any such appointment, the successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties removal or resignation of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Credit other Loan Documents. Such successor Agent shall promptly specify its Principal Office referred to in SECTIONS 3.1 and 5.1 by notice to After the Company and the Banks. After any retiring Agent's removal or resignation or removal hereunder as of the Agent, the provisions of this SECTION 11 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 the AgentAgent hereunder and under the other Loan Documents.