Appointment of Successor Agent Sample Clauses

Appointment of Successor Agent. (a) Pursuant to the provisions of Section 12.1(f), the Original Agent resigns as administrative agent under the Original Agreement and the other Transaction Documents, effective as of the date on which the conditions precedent set forth in Section 3.3 are satisfied or waived. The Purchasers and the Seller appoint CNAI as Administrative Agent under this Agreement and the other Transaction Documents effective as of such date and agree to waive the notice period set forth in Section 12.1(f). (b) In connection with the agency succession described in the foregoing Section 13.20(a), and effective as of the date set forth in Section 13.20(a) and without the need for further action (except as expressly set forth below), (i) the Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties as administrative agent under the Transaction Documents, (ii) the Original Agent shall be discharged from its duties and obligations as administrative agent under the Transaction Documents, (iii) all provisions of this Agreement set forth in Article XII and Sections 11.1 and 11.2 hereof shall continue in effect for the Original Agent while it was acting as administrative agent under the Transaction Documents, (iv) the Administrative Agent shall bear no responsibility or liability for any actions taken or omitted to be taken by the Original Agent while Original Agent served as administrative agent under the Transaction Documents, (v) each of Original Agent, Seller, Servicer, Originator and the Purchasers authorizes the Administrative Agent to file any Uniform Commercial Code financing statements, assignments or amendments that the Administrative Agent deems necessary or desirable to evidence the Administrative Agent’s succession as administrative agent under the Transaction Documents, and (vi) each of Original Agent, Seller, Servicer and Originator agrees, upon the reasonable request of Administrative Agent, to take such additional actions and to execute and deliver such other documents and instruments as the Administrative Agent may reasonably request to effect the Administrative Agent’s succession as administrative agent under the Transaction Documents. Without limiting the generality of the foregoing, Original Agent hereby assigns to the Administrative Agent, without warranty, recourse or representation, all of the Original Agent’s right, title and interest and all liens and security interests in and on the Collateral, all of whic...

Appointment of Successor Agent. Each Credit Party hereby consents to the appointment by Xxxxxxx constituting at least the Majority Lenders of the Successor Agent as Administrative Agent under the Credit Agreement and the other Loan Documents pursuant to Section 1.2 of this Amendment.

Appointment of Successor Agent. If at any time the Escrow Agent ------------------------------ shall resign or be removed or otherwise become incapable of acting or if at any time a vacancy shall occur in the office of the Escrow Agent for any other cause, a successor Escrow Agent shall be appointed by the Company with the consent of the Majority Holders by an instrument in writing delivered to the Escrow Agent within the time specified below. Upon delivery of said instrument to and acceptance of said instrument by the successor Escrow Agent, the resignation or removal of the Escrow Agent shall become effective and such successor Escrow Agent shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder. If no successor Escrow Agent shall have been appointed at the effective date of resignation, the Escrow Agent, any other party hereto or the Majority Holders may petition a court of competent jurisdiction for the appointment of a successor.

Appointment of Successor Agent. If at any time the Escrow Agent shall resign or be removed or otherwise become incapable of acting or if at any time a vacancy shall occur in the office of the Escrow Agent for any other cause, a successor Escrow Agent (duly qualified as provided in Section 5 above) shall be appointed by the Company with the consent of Chase by an instrument in writing delivered to the Escrow Agent within the time specified below. Upon delivery of said instrument to and acceptance of said instrument by the successor Escrow Agent, the resignation or removal of the Escrow Agent shall become effective and such successor Escrow Agent shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder. If no successor Escrow Agent shall have been appointed at the effective date of resignation or within 30 days of a notice of removal, the Escrow Agent or any other party hereto may petition a court of competent jurisdiction for the appointment of a successor.

Appointment of Successor Agent. Pursuant to Section 12.4 of the Credit Agreement, the Lenders constituting at least the Majority Lenders hereby appoint the Successor Agent as Administrative Agent under the Credit Agreement and the other Loan Documents. By its execution hereof, the Successor Agent xxxxxx accepts such appointment and by its acceptance of such appointment, the Successor Agent xxxxxx succeeds to and becomes vested with all the rights, powers, privileges and duties of the Resigning Agent in its capacity as Administrative Agent under the Credit Agreement. Notwithstanding the appointment of the Successor Agent as Administrative Agent, PNC Bank, in its capacity as a Lender under the Credit Agreement, shall have the same rights and powers under the Credit Agreement and any other Loan Document as any other Lender with respect to its Revolving Credit Elected Commitment and its Advances and may exercise the same as though it were not Administrative Agent. In addition, the term “Lender” or “Lenders” in the Credit Agreement or any other Loan Document shall, at any time when PNC Bank is a Lender, unless the context otherwise indicates, include the Successor Agent in its individual capacity as a Lender.

Appointment of Successor Agent. (a) In accordance with clause 24.12.2 (Resignation and replacement of the Initial ACF Agent) of the IACFA, the Successor Agent xxxxxx agrees to its appointment by the Continuing Lenders as Initial ACF Agent for all purposes under and in connection with the Amended IACFA with effect from the Effective Date. (b) For the avoidance of doubt, each of the Continuing Lenders hereby appoints the Successor Agent as its Borrower Secured Creditor Representative to exercise (as agent) all of its rights under the Borrower Common Finance Documents and instructs the Borrower Secured Creditor Representative to notify the Borrower Security Trustee in writing of its appointment, role, address, contact details as required by clause 9.3 (Borrower Secured Creditor Representatives) of the Borrower STID.

Appointment of Successor Agent. (a) It is acknowledged and agreed that, pursuant to Section 12.09 of the Credit Agreement, DBTCA, in its capacities as the existing Administrative Agent, Collateral Agent, Swingline Lender and Issuing Lender has notified the Lenders of its desire to potentially resign from its appointment as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Lender, respectively, under the Credit Documents with such resignation to become effective on the effective date of the relevant Resignation and Assignment Agreement. (b) The Lenders hereby (i) expressly waive the requirement pursuant to Section 12.09 of the Credit Agreement that DBTCA, as the existing Administrative Agent provide 30 days' notice of its resignation, (ii) consent to (A) the potential resignation of DTBCA as the existing Administrative Agent, Collateral Agent, Swingline Lender and Issuing Lender and (B) upon any such resignation, the appointment of DBNY as the successor Administrative Agent, Collateral Agent, Swingline Lender and Issuing Lender under the Credit Documents, in each case, on the terms set forth in the Resignation and Assignment Agreement, and (iii) authorize the Existing Agent and the Successor Agent to enter into the Resignation and Assignment Agreement. (c) Notwithstanding anything to the contrary, it is acknowledged and agreed that the potential resignation and appointment set forth above shall be subject to the consent of the Borrower to the extent required pursuant to Section 12.09 of the Credit Agreement.

Appointment of Successor Agent. (i) The Borrower and the Lenders party hereto hereby waive, solely for the purpose of this Amendment, any notice, timing or other requirement provided for under the Loan Documents in respect of such resignation of the Existing Agent and the appointment of the Successor Agent and (ii) the Borrower and the Lenders party hereto hereby consent to the appointment of the Successor Agent. The Lenders party hereto hereby authorize the Successor Agent, on behalf of the Lenders, to enter into such supplements, modifications and amendments to the Security Documents with the Credit Parties as it may deem necessary or advisable to evidence the appointment of the Successor Agent and to effectuate the terms hereof and to carry out the purposes and intent of this Amendment.

Appointment of Successor Agent. 1. Subject to Section C.2 below, by executing this Fifteenth Amendment, (a) the Resigning Agent hereby gives notice to the Lenders, the Letter of Credit Issuers and the Borrower of its desire to resign as Administrative Agent, Collateral Agent and, as provided by Section 12.9(b) of the Credit Agreement, a Letter of Credit Issuer under the Credit Agreement, in each case, promptly after the Clear Sky Closing Date, (b) the Required Lenders hereby acknowledge receipt of such notice of resignation and hereby consent to the appointment, with the consent of the Borrower (which consent is evidenced by the Borrower’s signature to this Fifteenth Amendment), of the Successor Agent as successor to the Resigning Agent, and (c) the Successor Agent xxxxxx accepts such appointment. 2. The resignation, acceptance and appointment described in Section C.1 shall become effective on the date on which the Resigning Agent, the Successor Agent and the Borrower shall have entered into a successor agency agreement in form and substance reasonably acceptable to the parties thereto to evidence the assignment of such agency roles.

Appointment of Successor Agent. As of the effectiveness of this Amendment, (a) the Resigning Agent resigns as Agent under the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement), (b) the Resigning Swingline Lender resigns as Swingline Lender under the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement), (c) the Resigning Issuing Lender resigns as an Issuing Lender under the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement), (d) in connection with the amendment of the Existing Credit Agreement, the New Agent is appointed by the Existing Lenders and the Single-Draw Lenders (constituting all of the Lenders under the Amended Credit Agreement) as the successor Agent under the Amended Credit Agreement and the other Credit Documents, (e) the New Agent accepts appointment as Agent under the Amended Credit Agreement and the other Credit Documents, (f) in connection with the amendment of the Existing Credit Agreement, Xxxxx Fargo Bank, National Association is appointed by the Existing Lenders and the Single-Draw Lenders (constituting all of the Lenders under the Amended Credit Agreement) as the successor Swingline Lender under the Amended Credit Agreement and the other Credit Documents, (g) Xxxxx Fargo Bank, National Association accepts the appointment as Swingline Lender under the Amended Credit Agreement and the other Credit Documents, (h) in connection with the amendment of the Existing Credit Agreement, Xxxxx Fargo Bank, National Association is appointed by the Existing Lenders and the Single-Draw Lenders (constituting all of the Lenders under the Amended Credit Agreement) as an Issuing Lender under the Amended Credit Agreement and the other Credit Documents, (g) Xxxxx Fargo Bank, National Association accepts the appointment as Issuing Lender under the Amended Credit Agreement and the other Credit Documents.