Common use of Successor Agent and Collateral Agent Clause in Contracts

Successor Agent and Collateral Agent. Each of the Agent and the Collateral Agent may resign at any time by giving written notice thereof to the Lenders, the Board, the Loan Administrator and the Borrower and may be removed at any time with cause by the Controlling Creditor and, so long as the Board is a guarantor of Tranche A or a Lender hereunder, with or without cause by the Board. Any such resignation or removal shall be effective upon appointment and acceptance of a successor Agent or Collateral Agent, as applicable, in accordance with this Section 8.8. Upon any such resignation or removal, the Borrower shall have the right to appoint a successor agent, subject to confirmation by the Controlling Creditor. If no successor agent shall have been appointed and accepted such appointment within sixty (60) days after the retiring Agent's or Collateral Agent's, as applicable, giving of notice of resignation or the Controlling Creditor's removal of the Agent or the Collateral Agent, the Agent or the Collateral Agent, as applicable, may, with the consent (not to be unreasonably withheld) of the Controlling Creditor and, so long as no Event of Default shall have occurred and be continuing, the Borrower, appoint a successor Agent or Collateral Agent, as applicable, who shall be willing to accept such appointment. Each successor agent appointed hereunder shall be a commercial bank organized under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Agent or Collateral Agent hereunder by a successor Agent or Collateral Agent, such successor Agent or the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent or Collateral Agent, and the retiring or removed Agent or Collateral Agent shall be discharged from its duties and obligations as agent under this Agreement. After any Agent's or Collateral Agent's resignation or removal hereunder as Agent or Collateral Agent, as applicable, the provisions of this Article VIII 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. Each of the Agent and the Collateral Agent may resign at any time by giving written notice thereof to the Lenders, the Board, the Counter-Guarantors, the Loan Administrator and the Borrower and may be removed at any time with cause by the Controlling Creditor and, so long as the Board is a guarantor of Tranche A or a Lender hereunder, with or without cause by the Board. Any such resignation or removal shall be effective upon appointment and acceptance of a successor Agent or Collateral Agent, as applicable, in accordance with this Section 8.8. Upon any such resignation or removal, the Borrower shall have the right to appoint a successor agent, subject to confirmation by the Controlling Creditor. If no successor agent shall have been appointed and accepted such appointment within sixty (60) days after the retiring Agent's or Collateral Agent's, as applicable, giving of notice of resignation or the Controlling Creditor's removal of the Agent or the Collateral Agent, the Agent or the Collateral Agent, as applicable, may, with the consent (not to be unreasonably withheld) of the Controlling Creditor and, so long as no Event of Default shall have occurred and be continuing, the Borrower, appoint a successor Agent or Collateral Agent, as applicable, who shall be willing to accept such appointment. Each successor agent appointed hereunder shall be a commercial bank organized under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Agent or Collateral Agent hereunder by a successor Agent or Collateral Agent, such successor Agent or the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent or Collateral Agent, and the retiring or removed Agent or Collateral Agent shall be discharged from its duties and obligations as agent under this Agreement. After any Agent's or Collateral Agent's resignation or removal hereunder as Agent or Collateral Agent, as applicable, the provisions of this Article VIII 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. Each of the The Agent and the Collateral Agent may resign at any time respectively as Agent and Collateral Agent under this Agreement by giving written notice thereof to the Lenders, the Board, the Loan Administrator Banks and the Borrower Borrowers and may be removed at any time with cause by the Controlling Creditor and, so long as the Board is a guarantor of Tranche A or a Lender hereunder, with or without cause by the Board. Any such resignation or Majority Banks; provided, however that any removal shall of the Agent will not be effective upon appointment and acceptance of a successor Agent or until it has also been replaced as Collateral Agent, as applicable, in accordance with this Section 8.8. Upon any such resignation or removal, the Borrower Majority Banks shall have the right to appoint 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, subject to confirmation by Agent and Collateral Agent from among the Controlling CreditorBanks. If no successor agent Agent and Collateral Agent shall have been so appointed by the Majority Banks with such consent, and shall have accepted such appointment appointment, within sixty (60) 30 days after the respective retiring Agent's or Collateral Agent's, as applicable, 's giving of notice of resignation or the Controlling Creditor's Majority Banks' removal of the retiring Agent or the Collateral Agent, then the retiring Agent or the Collateral Agent, as applicable, Agent may, with the consent (not to be unreasonably withheld) on behalf of the Controlling Creditor and, so long as no Event of Default shall have occurred and be continuing, the BorrowerBanks, appoint respectively a successor Agent or Collateral Agent, as applicable, who which shall be willing to accept such appointment. Each successor agent appointed hereunder 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 shall have having a combined capital and surplus of at least $1,000,000,000500,000,000. Upon the acceptance of any appointment as Agent or Collateral Agent hereunder under this Agreement by respectively a successor Agent or Collateral Agent, such successor Agent or the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent or Collateral AgentAgent and shall function as the Agent or Collateral Agent under this Agreement, and the retiring or removed Agent or Collateral Agent shall be discharged from its duties and obligations as agent 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, as applicable, the provisions of this Article VIII 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. Each of the Agent and the Collateral Agent may resign at any time by giving written as Agent or Collateral Agent upon 45 days notice thereof to the Lenders. If Agent or Collateral Agent resigns under this Agreement, the BoardRequired Lenders shall appoint a successor Agent or Collateral Agent for the Lenders. If no successor Agent or Collateral Agent is appointed prior to the effective date of the resignation of Agent or Collateral Agent, Agent or Collateral Agent may appoint, after consulting with the Loan Administrator and the Borrower and may be removed at any time with cause by the Controlling Creditor andLenders, so long as the Board is a guarantor of Tranche A or a Lender hereunder, with or without cause by the Board. Any such resignation or removal shall be effective upon appointment and acceptance of a successor Agent or Collateral Agent, as applicable, in accordance with . If Agent or Collateral Agent has materially breached or failed to perform any material provision of this Section 8.8. Upon any such resignation Agreement or removalof applicable law, the Borrower shall have the right Required Lenders may agree in writing to appoint a successor agent, subject to confirmation by the Controlling Creditor. If no successor agent shall have been appointed remove and accepted such appointment within sixty (60) days after the retiring Agent's replace Agent or Collateral Agent's, as applicable, giving of notice of resignation or the Controlling Creditor's removal of the Agent or the Collateral Agent, the Agent or the Collateral Agent, as applicable, may, with the consent (not to be unreasonably withheld) of the Controlling Creditor and, so long as no Event of Default shall have occurred and be continuing, the Borrower, appoint a successor Agent or Collateral AgentAgent from among the Lenders. In any such event, as applicable, who shall be willing to accept such appointment. Each successor agent appointed hereunder shall be a commercial bank organized under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least $1,000,000,000. Upon upon the acceptance of any its appointment as successor Agent or Collateral Agent hereunder by a successor Agent or Collateral Agenthereunder, such successor Agent or the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent or Collateral Agent and the terms “Agent, ” or “Collateral Agent” shall mean such successor Agent or Collateral Agent and the retiring Agent’s or removed Collateral Agent’s appointment, powers, and duties as Agent or Collateral Agent shall be discharged from its duties and obligations as agent under this Agreementterminated. After any retiring Agent's ’s or Collateral Agent's ’s resignation or removal hereunder as Agent or Collateral Agent, as applicable, the provisions of this Article VIII 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. Each of the The Agent and the Collateral Agent may resign at any time respectively as Agent and Collateral Agent under this Agreement by giving written notice thereof to the Lenders, the Board, the Loan Administrator Banks and the Borrower Borrowers and may be removed at any time with cause by the Controlling Creditor and, so long as the Board is a guarantor of Tranche A or a Lender hereunder, with or without cause by the Board. Any such resignation or Majority Banks; provided, however, that any removal shall of the Agent will not be effective upon appointment and acceptance of a successor Agent or until it has also been replaced as Collateral Agent, as applicable, in accordance with this Section 8.8. Upon any such resignation or removal, the Borrower Majority Banks shall have the right to appoint appoint, with the consent of the Borrowers (which consent shall not be unreasonably withheld and shall not be required if an Event of Default exists), a successor agent, subject to confirmation by Agent and Collateral Agent from among the Controlling CreditorBanks. If no successor agent Agent and Collateral Agent shall have been so appointed by the Majority Banks with such consent, and shall have accepted such appointment appointment, within sixty (60) 30 days after the respective retiring Agent's or Collateral Agent's, as applicable, 's giving of notice of resignation or the Controlling Creditor's Majority Banks' removal of the retiring Agent or the Collateral Agent, then the retiring Agent or the Collateral Agent, as applicable, Agent may, with the consent (not to be unreasonably withheld) on behalf of the Controlling Creditor and, so long as no Event of Default shall have occurred and be continuing, the BorrowerBanks, appoint respectively a successor Agent or Collateral Agent, as applicable, who which shall be willing to accept such appointment. Each successor agent appointed hereunder 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 shall have having a combined capital and surplus of at least $1,000,000,000500,000,000. Upon the acceptance of any appointment as Agent or Collateral Agent hereunder under this Agreement by respectively a successor Agent or Collateral Agent, such successor Agent or the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent or Collateral AgentAgent and shall function as the Agent or Collateral Agent under this Agreement, and the retiring or removed Agent or Collateral Agent shall be discharged from its duties and obligations as agent 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, as applicable, the provisions of this Article VIII 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. Each of the Agent and the Collateral Agent may resign at any time by giving written notice thereof to the Lenders, the Board, the Loan Administrator and the Borrower and may be removed at any time with cause by (or, following the Controlling Creditor and, so long as Board's honoring of a demand for payment in accordance with the Board is a guarantor of Tranche A or a Lender hereunderGuaranty, with or without cause cause) by the Board. Any such resignation or removal shall be effective upon appointment and acceptance of a successor Successor Agent or Collateral Agent, as applicable, in accordance with this Section 8.89.8. Upon any such resignation or removal, the Borrower shall have the right to appoint a successor agent, subject to confirmation by the Controlling CreditorBoard and the Lenders. If no successor agent shall have been appointed and accepted such appointment within sixty thirty (6030) days after the retiring Agent's or Collateral Agent's, as applicable, giving of notice of resignation or the Controlling CreditorBoard's removal of the Agent or the Collateral Agent, the Agent or the Collateral Agent, as applicable, may, with the consent (not to be unreasonably withheld) of the Controlling Creditor Board and the Requisite Lenders and, so long as no Event of Default shall have occurred and be continuing, the Borrower, appoint a successor Agent or Collateral Agent, as applicable, who shall be willing to accept such appointment. Each successor agent appointed hereunder shall be a commercial bank organized under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Agent or Collateral Agent hereunder by a successor Agent or Collateral Agent, such successor Agent or the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent or Collateral Agent, and the retiring or removed Agent or Collateral Agent shall be discharged from its duties and obligations as agent under this Agreement. After any Agent's or Collateral Agent's resignation or removal hereunder as Agent or Collateral Agent, as applicable, the provisions of this Article VIII IX 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. Each of the Agent and the Collateral Agent may resign at any time by giving not less than thirty (30) days' prior written notice thereof to the LendersLenders and Borrower Representative. Upon any such resignation, the Board, Requisite Lenders shall have the Loan Administrator and the Borrower and may be removed at any time with cause by the Controlling Creditor and, so long as the Board is a guarantor of Tranche A or a Lender hereunder, with or without cause by the Board. Any such resignation or removal shall be effective upon appointment and acceptance of right to appoint a successor Agent or Collateral Agent, as applicable, in accordance with this Section 8.8. Upon any such resignation or removal, the Borrower shall have the right to appoint a successor agent, subject to confirmation by the Controlling Creditor. If no successor agent Agent or Collateral Agent, as applicable, shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within sixty (60) 30 days after the retiring resigning Agent's or Collateral Agent's, as applicablethe case may be, giving of notice of resignation or resignation, then the Controlling Creditor's removal of the resigning Agent or the Collateral Agent, the Agent or the Collateral Agent, as applicable, may, with the consent (not to be unreasonably withheld) on behalf of the Controlling Creditor and, so long as no Event of Default shall have occurred and be continuing, the BorrowerLenders, appoint a successor Agent or Collateral Agent, as applicable, who which shall be a Lender, if a Lender is willing to accept such appointment. Each successor agent appointed hereunder , 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 shall have has a combined capital and surplus of at least $1,000,000,000300,000,000. 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 hereunder by a successor Agent or Collateral Agent, as the case may be, such successor Agent or the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed resigning Agent or Collateral Agent, and as applicable. Upon the retiring earlier of the acceptance of any appointment as Agent or removed Collateral Agent hereunder by a successor Agent or Collateral Agent, as applicable, or the 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 agent under this AgreementAgreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent or Collateral Agent shall continue. After any resigning Agent's or Collateral Agent's resignation or removal hereunder as Agent or Collateral Agent's, as applicablethe case may be, resignation hereunder, the provisions of this Article VIII 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. Each of the Agent and the Collateral Agent may resign at any time by giving written notice thereof to the Lenders, the Board, the Loan Administrator and the Borrower and may be removed at any time with cause by the Controlling Creditor and, so long as the Board is a guarantor of Tranche A or a Lender hereunder, with or without cause by the Board. Any such resignation or removal shall be effective upon appointment and acceptance of a successor Agent or Collateral Agent, as applicable, in accordance with this Section 8.89.8. Upon any such resignation or removal, the Borrower shall have the right to appoint a successor agent, subject to confirmation by the Controlling CreditorBoard and the Lenders. If no successor agent shall have been appointed and accepted such appointment within sixty (60) days after the retiring Agent's or Collateral Agent's, as applicable, giving of notice of resignation or the Controlling CreditorBoard's removal of the Agent or the Collateral Agent, the Agent or the Collateral Agent, as applicable, may, with the consent (not to be unreasonably withheld) of the Controlling Creditor and, so long as no Event of Default shall have occurred and be continuing, the Borrower, may appoint a successor Agent or Collateral Agent, as applicable, who shall be willing to accept such appointment. Each successor agent appointed hereunder shall be a commercial bank organized under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Agent or Collateral Agent hereunder by a successor Agent or Collateral Agent, such successor Agent or the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent or Collateral Agent, and the retiring or removed Agent or Collateral Agent shall be discharged from its duties and obligations as agent under this Agreement. After any Agent's or Collateral Agent's resignation or removal hereunder as Agent or Collateral Agent, as applicable, the provisions of this Article VIII IX 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. Each of the The Agent and the Collateral Agent may resign at any time respectively as Agent and Collateral Agent under this Agreement by giving written notice thereof to the Lenders, the Board, the Loan Administrator Banks and the Borrower Borrowers and may be removed at any time with cause by the Controlling Creditor and, so long as the Board is a guarantor of Tranche A or a Lender hereunder, with or without cause by the Board. Any such resignation or Majority Banks; provided, however that any removal shall of the Agent will not be effective upon appointment and acceptance of a successor Agent or until it has also been replaced as Collateral Agent, as applicable, in accordance with this Section 8.8. Upon any such resignation or removal, the Borrower Majority Banks shall have the right to appoint 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, subject to confirmation by Agent and Collateral Agent from among the Controlling CreditorBanks. If no successor agent Agent and Collateral Agent shall have been so appointed by the Majority Banks with such consent, and shall have accepted such appointment appointment, within sixty (60) 30 days after the respective retiring Agent's ’s or Collateral Agent's, as applicable, ’s giving of notice of resignation or the Controlling Creditor's Majority Banks’ removal of the retiring Agent or the Collateral Agent, then the retiring Agent or the Collateral Agent, as applicable, Agent may, with the consent (not to be unreasonably withheld) on behalf of the Controlling Creditor and, so long as no Event of Default shall have occurred and be continuing, the BorrowerBanks, appoint respectively a successor Agent or Collateral Agent, as applicable, who which shall be willing to accept such appointment. Each successor agent appointed hereunder 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 shall have having a combined capital and surplus of at least $1,000,000,000500,000,000. Upon the acceptance of any appointment as Agent or Collateral Agent hereunder under this Agreement by respectively a successor Agent or Collateral Agent, such successor Agent or the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent or Collateral AgentAgent and shall function as the Agent or Collateral Agent under this Agreement, and the retiring or removed Agent or Collateral Agent shall be discharged from its duties and obligations as agent 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, as applicable, the provisions of this Article VIII 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.