Common use of Successor Agent and Collateral Agent Clause in Contracts

Successor Agent and Collateral Agent. The Agent and Collateral Agent may resign at any time respectively as Agent and Collateral Agent under this Agreement by giving written notice thereof to the Banks and the Borrowers and may be removed at any time with or without cause by the Majority Banks; provided, however that any removal of the Agent will not be effective until it has also been replaced as Collateral Agent. Upon any such resignation or removal, the Majority Banks shall have the right to appoint, with the consent of the Borrowers (which consent shall not be unreasonably withheld and shall not be required if an Event of Default under Section 6.1(a) or 6.1(e) exists), a successor Agent and Collateral Agent from among the Banks. If no successor Agent and Collateral Agent shall have been so appointed by the Majority Banks with such consent, and shall have accepted such appointment, within 30 days after the respective retiring Agent's or Collateral Agent's giving of notice of resignation or the Majority Banks' removal of the retiring Agent or Collateral Agent, then the retiring Agent or Collateral Agent may, on behalf of the Banks, appoint respectively a successor Agent or Collateral Agent, which shall be a Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent or Collateral Agent under this Agreement by respectively a successor Agent or Collateral Agent, such successor Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Collateral Agent and shall function as the Agent or Collateral Agent under this Agreement, and the retiring Agent or Collateral Agent shall be discharged from its duties and obligations as Agent or Collateral Agent under this Agreement. After any retiring Agent's or Collateral Agent's resignation or removal hereunder respectively as Agent or Collateral Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Collateral Agent under this Agreement.

Successor Agent and Collateral Agent. The Agent and Collateral Agent may resign at any time respectively as Agent and Collateral Agent under this Agreement by giving written notice thereof to the Banks and the Borrowers and may be removed at any time with or without cause by the Majority Banks; provided, however that any removal of the Agent will not be effective until it has also been replaced as Collateral Agent. Upon any such resignation or removal, the Majority Banks shall have the right to appoint, with the consent of the Borrowers (which consent shall not be unreasonably withheld and shall not be required if an Event of Default under Section 6.1(a) or 6.1(e) exists), a successor Agent and Collateral Agent from among the Banks. If no successor Agent and Collateral Agent shall have been so appointed by the Majority Banks with such consent, and shall have accepted such appointment, within 30 days after the respective retiring Agent's ’s or Collateral Agent's ’s giving of notice of resignation or the Majority Banks' ’ removal of the retiring Agent or Collateral Agent, then the retiring Agent or Collateral Agent may, on behalf of the Banks, appoint respectively a successor Agent or Collateral Agent, which shall be a Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent or Collateral Agent under this Agreement by respectively a successor Agent or Collateral Agent, such successor Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Collateral Agent and shall function as the Agent or Collateral Agent under this Agreement, and the retiring Agent or Collateral Agent shall be discharged from its duties and obligations as Agent or Collateral Agent under this Agreement. After any retiring Agent's ’s or Collateral Agent's ’s resignation or removal hereunder respectively as Agent or Collateral Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Collateral Agent under this Agreement.

Successor Agent and Collateral Agent. The Each of Agent and Collateral Agent may resign at any time respectively as Agent and or Collateral Agent upon 45 days notice to the Lenders. If Agent or Collateral Agent resigns under this Agreement by giving written notice thereof to the Banks and the Borrowers and may be removed at any time with or without cause by the Majority Banks; provided, however that any removal of the Agent will not be effective until it has also been replaced as Collateral Agent. Upon any such resignation or removalAgreement, the Majority Banks Required Lenders shall have the right to appoint, with the consent of the Borrowers (which consent shall not be unreasonably withheld and shall not be required if an Event of Default under Section 6.1(a) or 6.1(e) exists), appoint a successor Agent and or Collateral Agent from among for the BanksLenders. If no successor Agent and or Collateral Agent shall have been so is appointed by prior to the Majority Banks with such consent, and shall have accepted such appointment, within 30 days after the respective retiring Agent's or Collateral Agent's giving of notice of resignation or the Majority Banks' removal effective date of the retiring resignation of Agent or Collateral Agent, then the retiring Agent or Collateral Agent maymay appoint, on behalf of after consulting with the BanksLenders, appoint respectively a successor Agent or Collateral Agent, which shall be a Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as If Agent or Collateral Agent under has materially breached or failed to perform any material provision of this Agreement by respectively or of applicable law, the Required Lenders may agree in writing to remove and replace Agent or Collateral Agent with a successor Agent or Collateral AgentAgent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent or Collateral Agent hereunder, such successor Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Collateral Agent and the terms “Agent” or “Collateral Agent” shall function as the mean such successor Agent or Collateral Agent under this Agreement, and the retiring Agent’s or Collateral Agent’s appointment, powers, and duties as Agent or Collateral Agent shall be discharged from its duties and obligations as Agent or Collateral Agent under this Agreementterminated. After any retiring Agent's ’s or Collateral Agent's ’s resignation or removal hereunder respectively as Agent or Collateral Agent, the provisions of this Article VII Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Collateral Agent under this Agreement. If no successor Agent or Collateral Agent has accepted appointment as Agent or Collateral Agent by the date which is 45 days following a retiring Agent’s or Collateral Agent’s notice of resignation, the retiring Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent or Collateral Agent hereunder until such time, if any, as the Lenders appoint a successor Agent or Collateral Agent as provided for above.

Successor Agent and Collateral Agent. The Agent and Collateral Agent may resign at any time respectively as Agent and Collateral Agent under this Agreement by giving not less than thirty (30) days' prior written notice thereof to the Banks Lenders and the Borrowers and may be removed at any time with or without cause by the Majority Banks; provided, however that any removal of the Agent will not be effective until it has also been replaced as Collateral AgentBorrower Representative. Upon any such resignation or removalresignation, the Majority Banks Requisite Lenders shall have the right to appoint, with the consent of the Borrowers (which consent shall not be unreasonably withheld and shall not be required if an Event of Default under Section 6.1(a) or 6.1(e) exists), appoint a successor Agent and or Collateral Agent from among the BanksAgent, as applicable. If no successor Agent and or Collateral Agent Agent, as applicable, shall have been so appointed by the Majority Banks with such consent, Requisite Lenders and shall have accepted such appointment, appointment within 30 days after the respective retiring resigning Agent's or Collateral Agent's 's, as the case may be, giving of notice of resignation or the Majority Banks' removal of the retiring Agent or Collateral Agentresignation, then the retiring resigning Agent or Collateral Agent may, on behalf of the BanksLenders, appoint respectively a successor Agent or Collateral Agent, as applicable, which shall be a Bank which Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and having has a combined capital and surplus of at least $500,000,000300,000,000. If no successor Agent or Collateral Agent, as applicable, has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent or Collateral Agent, as applicable, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent or Collateral Agent, as applicable, as provided above. Any successor Agent or Collateral Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default shall have occurred and be continuing. Upon the acceptance of any appointment as Agent or Collateral Agent under this Agreement hereunder by respectively a successor Agent or Collateral Agent, as the case may be, such successor Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Agent or Collateral Agent, as applicable. Upon the earlier of the acceptance of any appointment as Agent or Collateral Agent and shall function as the hereunder by a successor Agent or Collateral Agent under this AgreementAgent, and as applicable, or the retiring effective date of the resigning Agent's or Collateral Agent's, as the case may be, resignation, the resigning Agent or Collateral Agent shall be discharged from its duties and obligations as under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent or Collateral Agent under this Agreementshall continue. After any retiring resigning Agent's or Collateral Agent's 's, as the case may be, resignation or removal hereunder respectively as Agent or Collateral Agenthereunder, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Collateral Agent Agent, as the case may be, under this AgreementAgreement and the other Loan Documents.

Successor Agent and Collateral Agent. The Agent and Collateral Agent may resign at any time respectively as Agent and Collateral Agent under this Agreement by giving written notice thereof to the Banks and the Borrowers and may be removed at any time with or without cause by the Majority Banks; provided, however however, that any removal of the Agent will not be effective until it has also been replaced as Collateral Agent. Upon any such resignation or removal, the Majority Banks shall have the right to appoint, with the consent of the Borrowers (which consent shall not be unreasonably withheld and shall not be required if an Event of Default under Section 6.1(a) or 6.1(e) exists), a successor Agent and Collateral Agent from among the Banks. If no successor Agent and Collateral Agent shall have been so appointed by the Majority Banks with such consent, and shall have accepted such appointment, within 30 days after the respective retiring Agent's or Collateral Agent's giving of notice of resignation or the Majority Banks' removal of the retiring Agent or Collateral Agent, then the retiring Agent or Collateral Agent may, on behalf of the Banks, appoint respectively a successor Agent or Collateral Agent, which shall be a Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent or Collateral Agent under this Agreement by respectively a successor Agent or Collateral Agent, such successor Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Collateral Agent and shall function as the Agent or Collateral Agent under this Agreement, and the retiring Agent or Collateral Agent shall be discharged from its duties and obligations as Agent or Collateral Agent under this Agreement. After any retiring Agent's or Collateral Agent's resignation or removal hereunder respectively as Agent or Collateral Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Collateral Agent under this Agreement.