Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the Banks. 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, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. 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 or removal hereunder as Agent, the provisions of this Article 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 Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks Banks, the Borrower and the Borrowereach Guarantor, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower Borrower, each Guarantor and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among Agent, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to the BanksBorrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New YorkYork and assets in an amount not less than One Billion ($1,000,000,000) Dollars, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to the Borrower. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. 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 or removal hereunder as Agent, the provisions of this Article 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.other

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the BanksAgent. 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, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. 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 or removal hereunder as Agent, the provisions of this Article 11 10 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. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among Agent, which, if no Event of Default is in existence, has been approved by the BanksBorrower (which approval shall not be unreasonably withheld or delayed). 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, then the retiring Agent may, on behalf of the BanksBanks and, if no Event of Default is in existence, with the consent of the Borrower (which shall not be unreasonably withheld or delayed), appoint a successor Agent, which . Any successor Agent shall be a bank with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks500,000,000. 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 or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right right, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and approved by the Borrower 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, then the retiring Agent may, on behalf of the BanksBanks (and without the consent of any Bank or the Borrower), appoint a successor Agent, which . Any successor Agent shall be a bank with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks500,000,000. 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 or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among Agent, subject to the Banksapproval of Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of Borrower shall -------- be required if a Default is in existence. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, subject to the approval of Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, -------- that no such approval of Borrower shall be required if a Default is in existence. Any successor Agent shall be a bank with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks500,000,000. 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 or removal hereunder as Agent, the provisions of this Article 11 III 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.

Resignation or Removal of Agent. Subject to the appointment ------------------------------- and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks and the Borrower, Company and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right right, with the consent of the Company (which consent shall not be unreasonably withheld, but in any event shall not be required at any time when a Default has occurred and is continuing), to appoint a successor Agent from among the BanksAgent. 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, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment York and which has a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksat least $100,000,000. 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 or removal hereunder as Agent, the provisions of this Article 11 Section 10 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. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower, and the Agent may be removed at any time with or without for cause by Lenders having Syndicated Loans outstanding, L/C Exposure and unused Revolving Credit Commitments representing at least 66_% of the Required Bankssum of all Syndicated Loans outstanding, L/C Exposure and unused Revolving Credit Commitments; provided that the Borrower and the other Banks Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among Agent, subject (unless an Event of Default exists) to the Banksapproval of the Borrower, which approval shall not be unreasonably withheld. 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, which shall be a bank with capital and surplus in excess subject (unless an Event of $750,000,000 and which has an office in New York, New York. The Required Banks or Default exists) to the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. 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 approval of the retiring AgentBorrower, and the retiring Agent which approval shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 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.not

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by as Agent effective ten (10) Business Days after giving written notice thereof to the Banks and the Borrowerfor any reason, and the Agent may be removed at the unanimous election of all of the Banks (other than the Bank that is also the Agent) for any time with reason. If the Agent shall resign or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removalremoved as Agent under this Agreement, the Required Banks shall have the right to appoint a successor Agent from among the Banks (other than the Bank that has resigned or was removed) a successor agent for the Banks, which successor agent shall be reasonably acceptable to the Borrower. If If, however, in the case of resignation by the Agent, no successor Agent agent shall have been so appointed by the Required Banks and shall have accepted time such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agentbecomes effective, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New Yorkagent from among the remaining Banks. The Upon appointment (whether effected by the Required Banks or the retiring AgentAgent on behalf of the Banks), as the case may be, successor agent shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. 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 powers and duties of the retiring Agent, and the retiring term "Agent" shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holder of the Notes. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 11.11 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 the AgentAgent under this Agreement.