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

Resignation or Removal of the Agent. The Agent may resign (or be removed by the Required Purchasers) as Agent at any time by giving thirty (30) days advance notice thereof to the Purchasers and the Issuer and, thereafter, the retiring or removed Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation or removal, the Required Purchasers shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent (other than a Disqualified Institution). If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, then the Agent may, on behalf of the Purchasers, appoint a successor Agent reasonably acceptable to the Issuer (so long as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institution). 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 rights, powers, privileges and duties of the retiring or removed Agent. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.06 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. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and service.

Resignation or Removal of the Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign (or be removed by the Required Purchasers) as Agent at any time by giving thirty (30) days advance written notice thereof to the Purchasers Lenders and the Issuer andBorrower, thereafterand the Agent may be removed at any time with or without cause by the Required Lenders; provided, that the retiring or removed Agent Borrower and the other Lenders shall be discharged from its duties and obligations hereunderpromptly notified thereof. Upon any such resignation or removal, the Required Purchasers Lenders shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), right to appoint a successor Agent (other than a Disqualified Institution)Agent. If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred Lenders and is continuing) by the Issuer or shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignation or the Required Purchasers’ giving Lenders' removal of notice of removal, as applicablethe retiring Agent, then the retiring Agent may, on behalf of the PurchasersLenders, appoint a successor Agent, which shall be a bank which has an office in New York, New York. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent reasonably acceptable to promptly so notify the Issuer (so long as no Default or Event of Default has occurred Borrower and is continuing) (in each case, the other than a Disqualified Institution)Lenders. Upon the acceptance of any appointment as the Agent 84 91 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 or removed Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s 's resignation or removal hereunder as the Agent, the provisions of this Section 11.06 Article XI 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. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and service.

Resignation or Removal of the Agent. The Agent may resign (or be removed by the Required Purchasers) as Agent at any time by giving thirty (30) days advance notice thereof to the Purchasers and the Issuer and, thereafter, the retiring or removed Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation or removal, the Required Purchasers shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent (other than a Disqualified Institution). If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, then the Agent may, on behalf of the Purchasers, appoint a successor Agent reasonably acceptable to the Issuer (so long as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institution). 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 rights, powers, privileges and duties of the retiring or removed Agent. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.06 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. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and service.. 11.07

Resignation or Removal of the Agent. The Agent may resign (or be removed by the Required Purchasers) as Agent If at any time by giving thirty the Agent deems it advisable, in its sole discretion, it may submit to each of the Banks and Borrower a written notification of its resignation as the Agent under this Agreement, such resignation (30) days advance notice thereof subject to the Purchasers further provisions of this Section 8.8) to be effective on the thirtieth day after the date of such notice. The Majority Banks may at any time remove the Agent, effective on the date specified by them, by written notice to the Agent and the Issuer and, thereafter, the retiring or removed Agent shall be discharged from its duties and obligations hereunderBorrower. Upon any such resignation or removal, the Required Purchasers shall have the rightMajority Banks, subject to the approval prior written consent of the Issuer Borrower (so long as no Event of Default has occurred and is continuing; such approval which consent shall not to be unreasonably withheld), shall have the right to appoint a successor Agent (other than a Disqualified Institution)Agent, which successor Agent, provided that no Event of Default shall have occurred and be continuing, shall be reasonably satisfactory to Borrower. If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred Majority Banks and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicableresignation, then the retiring Agent may, on behalf of the PurchasersBanks, appoint a successor Agent, which successor Agent reasonably acceptable shall be either a Bank or if none of the Banks is willing to serve as successor Agent, a bank having combined capital and surplus of at least $100,000,000. Any such appointment of a successor Agent shall be subject to the Issuer prior written approval of Borrower (so long as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institutionwhich approval shall not be unreasonably withheld). 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 or removed Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. Borrower and the Banks shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent’s 's resignation or removal hereunder as Agent, the provisions of this Section 11.06 Article VIII 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. If no successor has accepted appointment as the Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective under this Agreement and the Required Purchasers Revolving Notes. Notwithstanding the foregoing provisions of this Section 8.8, if at any time there shall perform all of not be a duly appointed and acting Agent, Borrower agrees to make each payment due hereunder and under the duties of Revolving Notes directly to the Agent hereunder until Banks entitled thereto during such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and service.