Common use of Appointment of Successor Agent Clause in Contracts

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 which the Seller and Originator affirms shall remain in full force and effect; and the Original Agent acknowledges and agrees that, after giving effect to such assignment to the Administrative Agent, the Original Agent shall no longer have any right, title and interest or any liens and security interest in and on the Collateral.

Appointment of Successor Agent. The Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (a60) Pursuant days’ notice in writing to the provisions Company. If the office of Section 12.1(fthe Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Agent in place of the Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Agent or by the holder of the Warrant (who shall, with such notice, submit its Warrant for inspection by the Company), then the Original holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Agent resigns as administrative agent at the Company’s cost. Any successor Agent, whether appointed by the Company or by such court, shall be a corporation or other business entity organized and existing under the Original Agreement and the other Transaction Documents, effective as laws of the date on which the conditions precedent set forth State of New York, in Section 3.3 are satisfied or waived. The Purchasers good standing 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 having its principal office in the foregoing Section 13.20(a)Borough of Manhattan, City and State of New York, and effective as of the date set forth in Section 13.20(a) authorized under such laws to exercise corporate trust powers and without the need for further action (except as expressly set forth below)subject to supervision or examination by federal or state authority. After appointment, (i) the Administrative any successor Agent shall succeed to and become be vested with all of the rightsauthority, powers, privileges rights, immunities, duties, and duties obligations of its predecessor Agent with like effect as administrative agent under if originally named as Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the Transaction Documents, (ii) the Original predecessor Agent shall be discharged from its duties execute and obligations as administrative agent under deliver, at the Transaction Documentsexpense of the Company, (iii) an instrument transferring to such successor Agent 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 Documentsauthority, (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 Documentspowers, and (vi) each rights of Original Agent, Seller, Servicer such predecessor Agent hereunder; and Originator agrees, upon the reasonable request of Administrative Agentany successor Agent the Company shall make, to take such additional actions and to execute execute, acknowledge, 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 any and all liens instruments in writing for more fully and security interests effectually vesting in and on the Collateral, all of which the Seller and Originator affirms shall remain in full force and effect; and the Original Agent acknowledges and agrees that, after giving effect confirming to such assignment to the Administrative Agentsuccessor Agent all such authority, the Original Agent shall no longer have any rightpowers, title rights, immunities, duties, and interest or any liens and security interest in and on the Collateralobligations.

Appointment of Successor Agent. (a) Pursuant Subject to the provisions of Section 12.1(f9 of the Credit Agreement (except for the notice requirements of Subsection 9.5 which are hereby waived by the Company and the Lenders), the Original Agent Xxxxx Fargo resigns as administrative Agent for the Lenders and the Lenders hereby appoint BofA as successor Agent and authorizes the Agent to act as agent under in accordance with the Original terms of the Credit Agreement and the other Transaction Loan 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 the first sentence of Subsection 9.1 the name "BofA" is substituted for the name "Xxxxx Fargo" appearing therein. (c) Subsection 9.2D is amended by adding the following sentence to the end of such subsection: "The Lenders acknowledge that, pursuant to such activities, BofA or its affiliates may receive information regarding the Company. (including information that may be subject to confidentiality obligations in favor of the Company) and acknowledge that the Agent shall be under no obligation to provide such information to them." (d) Subsection 9.5 is amended by adding the following two sentences to the end of such subsection: "If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the agency succession described in Lenders and the foregoing Section 13.20(a)Company, and effective a successor agent from among the Lenders. If no successor agent has accepted appointment as of Agent by the date set forth in Section 13.20(a) which is 30 days following or retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and without the need for further action (except as expressly set forth below), (i) the Administrative Agent Lenders shall succeed to and become vested with perform all of the rightsduties of the Agent hereunder until such time, powersif any, 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 Requisite Lenders appoint a successor agent 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 which the Seller and Originator affirms shall remain in full force and effect; and the Original Agent acknowledges and agrees that, after giving effect to such assignment to the Administrative Agent, the Original Agent shall no longer have any right, title and interest or any liens and security interest in and on the Collateralprovided for above."

Appointment of Successor Agent. After removal of an Agent under Section 14.16 of this Agreement, or upon receipt of any notice of resignation from the Agent under Section 14.17 of this Agreement, the Required Lenders shall have the right, in consultation with TIMET, to appoint a successor Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, with combined capital and surplus in excess of $250,000,000. If no such Person shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the Agent retiring under Section 14.17 of this Agreement may on behalf of the Lenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify TIMET and the Lenders that no qualifying Person has accepted such appointment, then such resignation nonetheless shall become effective in accordance with such notice and (a) Pursuant to the provisions of Section 12.1(f), the Original retiring Agent resigns as administrative agent under the Original Agreement shall be discharged from its duties 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 obligations under this Agreement and under the other Transaction Documents effective as of such date Loan Documents, 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)all payments, communications, and effective determinations provided to be made by, to, or through the Agent instead shall be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 14.18 of this Agreement. Upon the date set forth in Section 13.20(a) and without the need for further action (except acceptance of a successor’s appointment as expressly set forth below)Agent under this Agreement, (i) the Administrative Agent such successor shall succeed to and become vested with all of the rights, powers, privileges privileges, and duties as administrative agent under of the Transaction Documentsretiring (or retired) Agent, (ii) and the Original retiring Agent shall be discharged from all of its duties and obligations as administrative agent under this Agreement or under the Transaction Documents, other Loan Documents (iii) all provisions if not already discharged therefrom as provided above in this Section 14.18 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 Agreement). The fees payable by TIMET to a successor Agent shall bear no responsibility or liability for any actions taken or omitted be the same as those payable to be taken by the Original Agent while Original Agent served as administrative agent under the Transaction Documentsits predecessor, (v) each of Original Agent, Seller, Servicer, Originator unless otherwise agreed between TIMET 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 which the Seller and Originator affirms shall remain in full force and effect; and the Original Agent acknowledges and agrees that, after giving effect to such assignment to the Administrative Agent, the Original Agent shall no longer have any right, title and interest or any liens and security interest in and on the Collateralsuccessor.

Appointment of Successor Agent. The Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (a60) Pursuant days’ notice in writing 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 waivedCompany. The Purchasers and the Seller appoint CNAI as Administrative Agent under Company may terminate this Agreement and discharge the other Transaction Documents effective as Agent, or any successor to it hereafter appointed, after giving sixty (60) days’ notice in writing to the Agent. If the office of the Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Agent in place of the Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such date resignation or incapacity by the Agent or by the holder of a Warrant (who shall, with such notice, submit its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Agent at the Company’s cost. Any successor Agent, whether appointed by the Company or by such court, shall be a corporation or other business entity organized and agree to waive existing under the notice period set forth laws of the State of New York, in Section 12.1(f). (b) In connection with the agency succession described good standing and having its principal office in the foregoing Section 13.20(a)Borough of Manhattan, City and State of New York, and effective as of the date set forth in Section 13.20(a) authorized under such laws to exercise corporate trust powers and without the need for further action (except as expressly set forth below)subject to supervision or examination by federal or state authority. After appointment, (i) the Administrative any successor Agent shall succeed to and become be vested with all of the rightsauthority, powers, privileges rights, immunities, duties, and duties obligations of its predecessor Agent with like effect as administrative agent under if originally named as Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the Transaction Documents, (ii) the Original predecessor Agent shall be discharged from its duties execute and obligations as administrative agent under deliver, at the Transaction Documentsexpense of the Company, (iii) an instrument transferring to such successor Agent 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 Documentsauthority, (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 Documentspowers, and (vi) each rights of Original Agent, Seller, Servicer such predecessor Agent hereunder; and Originator agrees, upon the reasonable request of Administrative Agentany successor Agent the Company shall make, to take such additional actions and to execute execute, acknowledge, 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 any and all liens instruments in writing for more fully and security interests effectually vesting in and on the Collateral, all of which the Seller and Originator affirms shall remain in full force and effect; and the Original Agent acknowledges and agrees that, after giving effect confirming to such assignment to the Administrative Agentsuccessor Agent all such authority, the Original Agent shall no longer have any rightpowers, title rights, immunities, duties, and interest or any liens and security interest in and on the Collateralobligations.