Common use of Successor Administrative Agent and Co Agents Clause in Contracts

Successor Administrative Agent and Co Agents. (a) Subject to the appointment and acceptance of a successor to the Administrative Agent as provided below, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to each Lender and the Borrower. Upon receipt of any notice of such resignation, the Required Lenders, after prior consultation with (but without having to obtain consent of) each Lender, shall have the right to appoint a successor to the Administrative Agent which shall be (i) a Lender, (ii) a United States based affiliate of a Lender, or (iii) a commercial bank that is organized under the laws of the United States or of any State thereof and has a combined capital surplus of at least $500,000,000 and, provided no Default or Event of Default then exists, is reasonably acceptable to Borrower (and for purposes hereof, any Person referred to in the last sentence of this Section 9.8(a) as a successor to BofA shall be deemed acceptable to the Borrower). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may appoint, after consultation with Lenders and the Borrower, a successor agent from among Lenders. Upon the acceptance by a successor the Administrative Agent of an appointment to serve as the Administrative Agent hereunder, such successor the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent without further act, deed or conveyance, and the retiring the Administrative Agent shall be discharged from its duties and obligations hereunder but shall continue to enjoy the benefits of the indemnification set forth in Sections 9.6. After any retiring the Administrative Agent's resignation hereunder as the Administrative Agent, the provisions of this Article IX (including the provisions of Section 9.6) 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 Administrative Agent. Notwithstanding anything to the contrary contained in this Agreement, any successor by merger or acquisition of the stock or assets of BofA shall continue to be the Administrative Agent hereunder without further act on the part of the parties hereto unless such successor shall resign in accordance with the provisions hereof.

Successor Administrative Agent and Co Agents. (a) 12.8.1. Subject to the appointment and acceptance of a successor to the Administrative Agent as provided below, the an Administrative Agent may resign at any time by giving at least 30 days written notice thereof to each Lender and the BorrowerBorrowers. Upon receipt of any notice of such resignation, the Required Lenders, after prior consultation with (but without having to obtain consent of) each Lender, shall have the right to appoint a successor to the Administrative Agent which shall be (i) a Lender, (ii) a United States based affiliate of a Lender, or (iii) a commercial bank or other financial institution that is organized under the laws of the United States or of any State thereof and has a combined capital surplus of at least $500,000,000 and, provided no Default or Event of Default then exists, is reasonably acceptable to Borrower Borrowers (and for purposes hereof, any Person referred to in the last sentence of this Section 9.8(a) as a successor to BofA Fleet or GECC shall be deemed acceptable to the BorrowerBorrowers). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may appoint, after consultation with Lenders and the Borrower, a successor agent from among Lenders. Upon the acceptance by a successor the Administrative Agent of an appointment to serve as the Administrative Agent hereunder, such successor the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent without further act, deed or conveyance, and the retiring the Administrative Agent Agent, as applicable, shall be discharged from its duties and obligations hereunder but shall continue to enjoy the benefits of the indemnification set forth in Sections 9.6hereunder. After any retiring the Administrative Agent's ’s resignation hereunder as the Administrative Agent, the provisions of this Article IX Section 12 (including the provisions of Section 9.612.6 hereof) 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 Administrative Agent. Notwithstanding anything to the contrary contained in this Agreement, any successor by merger or acquisition of the stock or assets of BofA Fleet or GECC shall continue to be the Administrative an Agent hereunder without further act on the part of the parties hereto unless such successor shall resign in accordance with the provisions hereof.

Successor Administrative Agent and Co Agents. (a) 13.8.1. Subject to the appointment and acceptance of a successor to the Administrative Agent as provided below, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to each Lender and the BorrowerBorrowers. Upon receipt of any notice of such resignation, the Required Lenders, after prior consultation with (but without having to obtain consent of) each Lender, shall have the right to appoint a successor to the Administrative Agent which shall be (i) a Lender, (ii) a United States based affiliate of a Lender, or (iii) a commercial bank that is organized under the laws of the United States or of any State thereof and has a combined capital surplus of at least $500,000,000 200,000,000 and, provided no Default or Event of Default then exists, is reasonably acceptable to Borrower Borrowers (and for purposes hereof, any Person referred to in the last sentence of this Section 9.8(a) as a successor to BofA shall be deemed acceptable to the BorrowerBorrowers). If no successor agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may appoint, after consultation with Lenders and the BorrowerBorrower Agent, a successor agent from among Lenders. Upon the acceptance by a successor the Administrative Agent of an appointment to serve as the an Administrative Agent hereunder, such successor the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent without further act, deed or conveyance, and the retiring the Administrative Agent shall be discharged from its duties and obligations hereunder but shall continue to enjoy the benefits of the indemnification set forth in Sections 9.613.6 and 15.2. After any retiring the Administrative Agent's ’s resignation hereunder as the Administrative Agent, the provisions of this Article IX Section 13 (including the provisions of Section 9.613.6) 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 Administrative Agent. Notwithstanding anything to the contrary contained in this Agreement, any successor by merger or acquisition of the stock or assets of BofA shall continue to be the Administrative Agent hereunder without further act on the part of the parties hereto unless such successor shall resign in accordance with the provisions hereof.

Successor Administrative Agent and Co Agents. (a) Subject to the appointment and acceptance of a successor to the Administrative Agent as provided below, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to each Lender and the Borrower. Upon receipt of any notice of such resignation, the Required Lenders, after prior consultation with (but without having to obtain consent of) each Lender, shall have the right to appoint a successor to the Administrative Agent which shall be (i) a Lender, (ii) a United States based affiliate of a Lender, or (iii) a commercial bank that is organized under the laws of the United States or of any State thereof and has a combined capital surplus of at least $500,000,000 and, provided no Default or Event of Default then exists, is reasonably acceptable to Borrower (and for purposes hereof, any Person referred to in the last sentence of this Section 9.8(a) as a successor to BofA shall be deemed acceptable to the Borrower). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may appoint, after consultation with Lenders and the Borrower, a successor agent from among Lenders. Upon the acceptance by a successor the Administrative Agent of an appointment to serve as the Administrative Agent hereunder, such successor the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent without further act, deed or conveyance, and the retiring the Administrative Agent shall be discharged from its duties and obligations hereunder but shall continue to enjoy the benefits of the indemnification set forth in Sections 9.6. After any retiring or the Administrative Agent's resignation hereunder as the Administrative Agent, the provisions of this Article IX (including the provisions of Section 9.6) 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 Administrative Agent. Notwithstanding anything to the contrary contained in this Agreement, any successor by merger or acquisition of the stock or assets of BofA shall continue to be the Administrative Agent hereunder without further act on the part of the parties hereto unless such successor shall resign in accordance with the provisions hereof.

Successor Administrative Agent and Co Agents. The Administrative Agent or any Co-Agent may, and at the request of the Majority Banks shall, resign as Administrative Agent or Co-Agent, as the case may be, upon thirty (a30) Subject days' notice to the appointment and acceptance of a successor to Banks. If the Administrative Agent as provided belowresigns under this Agreement, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to each Lender and Majority Banks shall appoint from among the Borrower. Upon receipt of any notice of such resignation, the Required Lenders, after prior consultation with (but without having to obtain consent of) each Lender, shall have the right to appoint Banks a successor to the Administrative Agent which shall be (i) a Lender, (ii) a United States based affiliate of a Lender, or (iii) a commercial bank that is organized under the laws of the United States or of any State thereof and has a combined capital surplus of at least $500,000,000 and, provided no Default or Event of Default then exists, is reasonably acceptable to Borrower (and for purposes hereof, any Person referred to in the last sentence of this Section 9.8(a) as a successor to BofA shall be deemed acceptable to the Borrower)administrative agent. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may appoint, after consultation consulting with Lenders and the BorrowerBanks, a successor administrative agent from among Lenderswhich would qualify as an Eligible Assignee. Upon the acceptance by If a successor the Administrative Co-Agent of an appointment to serve as the Administrative Agent hereunderresigns under this Agreement, such successor the Administrative Agent shall elect either (a) to assume the rights and obligations, if any, of such Co-Agent, and thereupon all references to such Co-Agent shall be deemed references to the Administrative Agent, or (b) to appoint a successor Co-Agent from among the Banks. Upon its acceptance of the appointment as successor administrative agent or co-agent hereunder, as the case may be, such successor shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring the Administrative Agent without further actor Co-Agent, deed as the case may be, the term "Administrative Agent" or conveyance"Co-Agent", as the case may be, shall mean such successor, and the appointment, powers and duties of such retiring the Administrative Agent or Co-Agent, as the case may be, shall be discharged from its duties and obligations hereunder but shall continue to enjoy the benefits of the indemnification set forth in Sections 9.6terminate. After any retiring the Administrative Agent's resignation hereunder as the Administrative Agent, the provisions of this Article IX (including Agreement or the provisions Environmental Indemnity regarding payment of Section 9.6) costs and expenses and indemnification of the Administrative Agent shall continue in effect for inure to its benefit in respect of as to any actions taken that such retiring Administrative Agent took or omitted to be taken by it take while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Banks appoint a successor administrative agent in the manner set forth above. Upon replacement of the Administrative Agent. Notwithstanding anything to the contrary contained Agent as provided in this Agreement, the former Administrative Agent shall promptly deliver to the new Administrative Agent an assignment of all beneficial interest in any successor by merger Mortgage and any other Collateral Documents (if before acquisition of title to the Collateral encumbered thereby), or a quitclaim deed to and assignment of any such Property (if after acquisition of the stock or assets Collateral encumbered thereby) and copies of BofA shall continue any books, records and documents related to be the Loans and the Collateral to which the Banks are entitled and which is then in the former Administrative Agent hereunder without further act on the part of the parties hereto unless such successor shall resign in accordance with the provisions hereofAgent's possession. 10.

Successor Administrative Agent and Co Agents. The Administrative Agent or any Co-Agent may, and at the request of the Majority Banks shall, resign as Administrative Agent or Co-Agent, as the case may be, upon thirty (a30) Subject days' notice to the appointment and acceptance of a successor to Banks. If the Administrative Agent as provided belowresigns under this Agreement, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to each Lender and Majority Banks shall appoint from among the Borrower. Upon receipt of any notice of such resignation, the Required Lenders, after prior consultation with (but without having to obtain consent of) each Lender, shall have the right to appoint Banks a successor to the Administrative Agent which shall be (i) a Lender, (ii) a United States based affiliate of a Lender, or (iii) a commercial bank that is organized under the laws of the United States or of any State thereof and has a combined capital surplus of at least $500,000,000 and, provided no Default or Event of Default then exists, is reasonably acceptable to Borrower (and for purposes hereof, any Person referred to in the last sentence of this Section 9.8(a) as a successor to BofA shall be deemed acceptable to the Borrower)administrative agent. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may appoint, after consultation consulting with Lenders and the BorrowerBanks, a successor administrative agent from among Lenderswhich would qualify as an Eligible Assignee. Upon the acceptance by If a successor the Administrative Co-Agent of an appointment to serve as the Administrative Agent hereunderresigns under this Agreement, such successor the Administrative Agent shall elect either (a) to assume the rights and obligations, if any, of such Co-Agent, and thereupon all references to such Co-Agent shall be deemed references to the Administrative Agent, or (b) to appoint a successor Co-Agent from among the Banks. Upon its acceptance of the appointment as successor administrative agent or co-agent hereunder, as the case may be, such successor shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring the Administrative Agent without further actor Co-Agent, deed as the case may be, the term "Administrative Agent" or conveyance"Co-Agent", as the case may be, shall mean such successor, and the appointment, powers and duties of such retiring the Administrative Agent or Co-Agent, as the case may be, shall be discharged from its duties and obligations hereunder but shall continue to enjoy the benefits of the indemnification set forth in Sections 9.6terminate. After any retiring the Administrative Agent's resignation hereunder as the Administrative Agent, the provisions of this Article IX (including Agreement regarding payment of costs and expenses and indemnification of the provisions of Section 9.6) Administrative Agent shall continue in effect for inure to its benefit in respect of as to any actions taken that such retiring Administrative Agent took or omitted to be taken by it take while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Banks appoint a successor administrative agent in the manner set forth above. Upon replacement of the Administrative Agent. Notwithstanding anything to the contrary contained Agent as provided in this Agreement, any successor by merger or acquisition of the stock or assets of BofA shall continue to be the former Administrative Agent hereunder without further act on shall promptly deliver to the part new Administrative Agent copies of any books, records and documents related to the parties hereto unless such successor shall resign Loans and any collateral to which the Banks are entitled and which is then in accordance with the provisions hereofformer Administrative Agent's possession. 10.

Successor Administrative Agent and Co Agents. (a) Subject to the appointment and acceptance of a successor to the Administrative Agent as provided below, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to each Lender and the Borrower. Upon receipt of any notice of such resignation, the Required Lenders, after prior consultation with (but without having to obtain consent of) each Lender, shall have the right to appoint a successor to the Administrative Agent which shall be (i) a Lender, (ii) a United States based affiliate of a Lender, or (iii) a commercial bank that is organized under the laws of the United States or of any State thereof and has a combined capital surplus of at least $500,000,000 and, provided no Default or Event of Default then exists, is reasonably acceptable to Borrower (and for purposes hereof, any Person referred to in the last sentence of this Section 9.8(a) as a successor to BofA shall be deemed acceptable to the Borrower). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, then the Administrative Agent may appoint, after consultation with Lenders and the Borrower, a successor agent from among Lenders. Upon the acceptance by a successor the Administrative Agent of an appointment to serve as the Administrative Agent hereunder, such successor the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent without further act, deed or conveyance, and the retiring the Administrative Agent shall be discharged from its duties and obligations hereunder but shall continue to enjoy the benefits of the indemnification set forth in Sections 9.6. After any retiring the Administrative Agent's ’s resignation hereunder as the Administrative Agent, the provisions of this Article IX (including the provisions of Section 9.6) 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 Administrative Agent. Notwithstanding anything to the contrary contained in this Agreement, any successor by merger or acquisition of the stock or assets of BofA shall continue to be the Administrative Agent hereunder without further act on the part of the parties hereto unless such successor shall resign in accordance with the provisions hereof.