Common use of Successor Agent Bank Clause in Contracts

Successor Agent Bank. As of the Sixth Amendment Effective Date, Section 9.09(a) of the Existing Credit Agreement is hereby amended by deleting “Such resignation or removal shall take effect upon the acceptance by a successor Agent Bank of appointment pursuant to clause (b) or (c)” and substituting the following in lieu thereof: “Such resignation or removal shall take effect upon the acceptance by a successor Agent Bank of appointment pursuant to clause (b) or (c); provided that, if one or more Purchasers exercise the purchase right provided for in Section 5.6 of the Second Lien Intercreditor Agreement, resignation by the Agent Bank shall be effective upon the earlier of (i) the acceptance by a successor Agent Bank of appointment pursuant to clause (b) or (c) and (ii) 30 days after the date on which written notice of such resignation by the Agent Bank shall have been given to the Purchasers; provided, however, that, notwithstanding the foregoing, (x) the resigning Agent Bank shall on or prior to the effective date of such resignation, deliver all Collateral in its possession to the Second Lien Collateral Agent (as defined in the Second Lien Intercreditor Agreement), and (y) the resigning Agent Bank and the Borrowers shall, following the effective date of such resignation, furnish promptly, at the Borrowers’ expense, additional releases, amendment or termination statements, assignments and such other documents, instruments and agreements as are customary and may be reasonably requested by the successor Agent Bank or the Purchasers from time to time in order to effect the matters covered hereby.”

Successor Agent Bank. As The Agent Bank, with the consent of the Sixth Amendment Effective Date-------------------- Borrower which shall not be unreasonably withheld, Section 9.09(amay resign as Agent Bank upon not less than thirty (30) of days prior written notice given to the Existing Credit Agreement is hereby amended Borrower and the other Bank(s). If the Agent Bank shall resign under this Loan Agreement, then either (i) the Banks shall appoint a successor Agent Bank, subject to the consent to such successor Agent Bank by deleting “Such resignation the Borrower, such consent not to be unreasonably withheld, or removal shall take effect upon the acceptance by (ii) if a successor Agent Bank shall not be so appointed and approved within the thirty (30) day period following the Agent Bank's notice to the Banks of appointment pursuant its resignation, then the Agent Bank shall appoint, with the consent of the Borrower, such consent not to clause (b) or (c)” and substituting the following in lieu thereof: “Such resignation or removal shall take effect upon the acceptance by be unreasonably withheld, a successor Agent Bank who shall serve as Agent Bank until such time as the Banks appoint, and the Borrower consents, which consent shall not be unreasonably withheld, to the appointment of a successor Agent Bank. Upon its appointment pursuant to either clause (bi) or (c); provided thatii) above, if one or more Purchasers exercise such successor Agent Bank shall succeed to the purchase right provided for in Section 5.6 rights, powers and duties of the Second Lien Intercreditor AgreementAgent Bank and the term "Agent Bank" shall mean such successor Agent Bank, resignation by effective upon its appointment, and the former Agent Bank's rights, powers and duties as Agent Bank shall be effective upon terminated without any other or further act or deed on the earlier part of (i) the acceptance by a successor such former Agent Bank or any of appointment pursuant the other parties to clause (b) or (c) and (ii) 30 days after this Loan Agreement. After the date on which written notice resignation of any Agent Bank hereunder, the provisions of this Section 10 shall not by reason of such resignation by be deemed to release the Agent Bank shall have been given to from liability for any actions taken or not taken by it while it was the Purchasers; provided, however, that, notwithstanding the foregoing, (x) the resigning Agent Bank shall on or prior to the effective date of such resignation, deliver all Collateral in its possession to the Second Lien Collateral Agent (as defined in the Second Lien Intercreditor under this Loan Agreement), and (y) the resigning Agent Bank and the Borrowers shall, following the effective date of such resignation, furnish promptly, at the Borrowers’ expense, additional releases, amendment or termination statements, assignments and such other documents, instruments and agreements as are customary and may be reasonably requested by the successor Agent Bank or the Purchasers from time to time in order to effect the matters covered hereby.”

Successor Agent Bank. As Resignation of Agent Bank; Removal of Agent Bank. a. Agent Bank shall automatically cease to be Agent Bank hereunder in the Sixth Amendment Effective Dateevent a petition in bankruptcy shall be filed by or against Agent Bank or the Federal Deposit Insurance Corporation or any other Governmental Authority shall assume control of Agent Bank or Agent Bank's interests under the Credit Facility. Further, Section 9.09(aLenders (other than Agent Bank) may unanimously remove Agent Bank at any time upon the occurrence of the Existing Credit Agreement is hereby amended gross negligence or wilful misconduct by deleting “Agent Bank by giving at least thirty (30) Banking Business Days' prior written notice to Agent Bank, Borrowers and all other Lenders. Such resignation or removal shall take effect upon the acceptance by a successor Agent Bank of appointment pursuant to clause (b) or (c)” and substituting the following in lieu thereof: “Such . b. Upon any such notice of resignation by or removal of Agent Bank, Requisite Lenders shall take effect upon the acceptance by appoint a successor Agent Bank which appointment shall be subject to Borrowers' consent (other than upon the occurrence and during the continuance of appointment pursuant to clause (b) any Event of Default), which shall not be unreasonably withheld or (c); provided that, if one or more Purchasers exercise the purchase right provided for in Section 5.6 of the Second Lien Intercreditor Agreement, resignation by the delayed. Any successor Agent Bank shall must be effective upon the earlier of a bank (i) the acceptance senior debt obligations of which (or such bank's parent's senior unsecured debt obligations) are rated not less than Baa-2 by Xxxxx'x Investors Services, Inc. or a comparable rating by a rating agency acceptable to Requisite Lenders and (ii) which has total assets in excess of Ten Billion Dollars ($10,000,000,000.00). c. If a successor Agent Bank shall not have been so appointed within said thirty (30) Banking Business Day period, the retiring or removed Agent Bank, with the consent of appointment pursuant to clause Borrowers (other than upon the occurrence and during the continuance of any Event of Default) (which may not be unreasonably withheld or delayed), shall then appoint a successor Agent Bank who shall meet the requirements described in subsection (b) or (c) above and (ii) 30 days after the date on which written notice of such resignation by the who shall serve as Agent Bank shall have been given to until such time, if any, as Requisite Lenders, with the Purchasers; provided, however, that, notwithstanding consent of Borrowers (other than upon the foregoing, (x) occurrence and during the resigning Agent Bank shall on or prior to the effective date continuance of such resignation, deliver all Collateral in its possession to the Second Lien Collateral Agent (as defined in the Second Lien Intercreditor Agreementany Event of Default), and (y) the resigning Agent Bank and the Borrowers shall, following the effective date of such resignation, furnish promptly, at the Borrowers’ expense, additional releases, amendment or termination statements, assignments and such other documents, instruments and agreements as are customary and may be reasonably requested by the appoint a successor Agent Bank or the Purchasers from time to time in order to effect the matters covered herebyas provided above.”

Successor Agent Bank. As The Agent Bank, with the consent of the Sixth Amendment Effective DateBorrower which shall not be unreasonably withheld, Section 9.09(amay resign as Agent Bank upon not less than thirty (30) of days prior written notice given to the Existing Credit Agreement is hereby amended Borrower and the other Bank(s). If the Agent Bank shall resign under this Loan Agreement, then either (i) the Banks shall appoint a successor Agent Bank, subject to the consent to such successor Agent Bank by deleting “Such resignation the Borrower, such consent not to be unreasonably withheld, or removal shall take effect upon the acceptance by (ii) if a successor Agent Bank shall not be so appointed and approved within the thirty (30) day period following the Agent Bank's notice to the Banks of appointment pursuant its resignation, then the Agent Bank shall appoint, with the consent of the Borrower, such consent not to clause (b) or (c)” and substituting the following in lieu thereof: “Such resignation or removal shall take effect upon the acceptance by be unreasonably withheld, a successor Agent Bank who shall serve as Agent Bank until such time as the Banks appoint, and the Borrower consents, which consent shall not be unreasonably withheld, to the appointment of a successor Agent Bank. Upon its appointment pursuant to either clause (bi) or (c); provided thatii) above, if one or more Purchasers exercise such successor Agent Bank shall succeed to the purchase right provided for in Section 5.6 rights, powers and duties of the Second Lien Intercreditor AgreementAgent Bank and the term "Agent Bank" shall mean such successor Agent Bank, resignation by effective upon its appointment, and the former Agent Bank's rights, powers and duties as Agent Bank shall be effective upon terminated without any other or further act or deed on the earlier part of (i) the acceptance by a successor such former Agent Bank or any of appointment pursuant the other parties to clause (b) or (c) and (ii) 30 days after this Loan Agreement. After the date on which written notice resignation of any Agent Bank hereunder, the provisions of this Section 11.13 shall not by reason of such resignation by be deemed to release the Agent Bank shall have been given to from liability for any actions taken or not taken by it while it was the Purchasers; provided, however, that, notwithstanding the foregoing, (x) the resigning Agent Bank shall on or prior to the effective date of such resignation, deliver all Collateral in its possession to the Second Lien Collateral Agent (as defined in the Second Lien Intercreditor under this Loan Agreement), and (y) the resigning Agent Bank and the Borrowers shall, following the effective date of such resignation, furnish promptly, at the Borrowers’ expense, additional releases, amendment or termination statements, assignments and such other documents, instruments and agreements as are customary and may be reasonably requested by the successor Agent Bank or the Purchasers from time to time in order to effect the matters covered hereby.”

Successor Agent Bank. As The Agent Bank, with the consent of the Sixth Amendment Effective DateBorrowers which shall not be unreasonably withheld, Section 9.09(amay resign as Agent Bank upon not less than thirty (30) of days prior written notice given to the Existing Credit Agreement is hereby amended Borrowers and the other Bank(s). If the Agent Bank shall resign under this Loan Agreement, then either (i) the Banks shall appoint a successor Agent Bank, subject to the consent to such successor Agent Bank by deleting “Such resignation the Borrowers, such consent not to be unreasonably withheld, or removal shall take effect upon the acceptance by (ii) if a successor Agent Bank shall not be so appointed and approved within the thirty (30) day period following the Agent Bank's notice to the Banks of appointment pursuant its resignation, then the Agent Bank shall appoint, with the consent of the Borrowers, such consent not to clause (b) or (c)” and substituting the following in lieu thereof: “Such resignation or removal shall take effect upon the acceptance by be unreasonably withheld, a successor Agent Bank who shall serve as Agent Bank until such time as the Banks appoint, and the Borrowers consent, which consent shall not be unreasonably withheld, to the appointment of a successor Agent Bank. Upon its appointment pursuant to either clause (bi) or (c); provided thatii) above, if one or more Purchasers exercise such successor Agent Bank shall succeed to the purchase right provided for in Section 5.6 rights, powers and duties of the Second Lien Intercreditor AgreementAgent Bank and the term "Agent Bank" shall mean such successor Agent Bank, resignation by effective upon its appointment, and the former Agent Bank's rights, powers and duties as Agent Bank shall be effective upon terminated without any other or further act or deed on the earlier part of (i) the acceptance by a successor such former Agent Bank or any of appointment pursuant the other parties to clause (b) or (c) and (ii) 30 days after this Loan Agreement. After the date on which written notice resignation of any Agent Bank hereunder, the provisions of this Section 11 shall not by reason of such resignation by be deemed to release the Agent Bank shall have been given to from liability for any actions taken or not taken by it while it was the Purchasers; provided, however, that, notwithstanding the foregoing, (x) the resigning Agent Bank shall on or prior to the effective date of such resignation, deliver all Collateral in its possession to the Second Lien Collateral Agent (as defined in the Second Lien Intercreditor under this Loan Agreement), and (y) the resigning Agent Bank and the Borrowers shall, following the effective date of such resignation, furnish promptly, at the Borrowers’ expense, additional releases, amendment or termination statements, assignments and such other documents, instruments and agreements as are customary and may be reasonably requested by the successor Agent Bank or the Purchasers from time to time in order to effect the matters covered hereby.”

Successor Agent Bank. As The Agent Bank, with the consent of the Sixth Amendment Effective DateBorrower which shall not be unreasonably withheld, Section 9.09(amay resign as Agent Bank upon not less than thirty (30) of days prior written notice given to the Existing Credit Agreement is hereby amended Borrower and the other Bank(s). If the Agent Bank shall resign under this Loan Agreement, then either (i) the Banks shall appoint a suc-cessor Agent Bank, subject to the consent to such succes-sor Agent Bank by deleting “Such resignation the Borrower, such consent not to be unreasonably withheld, or removal shall take effect upon the acceptance by (ii) if a successor Agent Bank shall not be so appointed and approved within the thirty (30) day period following the Agent Bank's notice to the Banks of appointment pursuant its resignation, then the Agent Bank shall appoint, with the consent of the Borrower, such consent not to clause (b) or (c)” and substituting the following in lieu thereof: “Such resignation or removal shall take effect upon the acceptance by be unreasonably withheld, a successor Agent Bank who shall serve as Agent Bank until such time as the Banks appoint, and the Borrower consents, which consent shall not be unreasonably with-held, to the appointment of a successor Agent Bank. Upon its appointment pursuant to either clause (bi) or (c); provided thatii) above, if one or more Purchasers exercise such successor Agent Bank shall succeed to the purchase right provided for in Section 5.6 rights, powers and duties of the Second Lien Intercreditor AgreementAgent Bank and the term "Agent Bank" shall mean such successor Agent Bank, resignation by effective upon its appointment, and the former Agent Bank's rights, powers and duties as Agent Bank shall be effective upon terminated with-out any other or further act or deed on the earlier part of (i) the acceptance by a successor such former Agent Bank or any of appointment pursuant the other parties to clause (b) or (c) and (ii) 30 days after this Loan Agree-ment. After the date on which written notice resignation of any Agent Bank hereunder, the provisions of this Section 10 shall not by reason of such resignation by be deemed to release the Agent Bank shall have been given to from liability for any actions taken or not taken by it while it was the Purchasers; provided, however, that, notwithstanding the foregoing, (x) the resigning Agent Bank shall on or prior to the effective date of such resignation, deliver all Collateral in its possession to the Second Lien Collateral Agent (as defined in the Second Lien Intercreditor under this Loan Agreement), and (y) the resigning Agent Bank and the Borrowers shall, following the effective date of such resignation, furnish promptly, at the Borrowers’ expense, additional releases, amendment or termination statements, assignments and such other documents, instruments and agreements as are customary and may be reasonably requested by the successor Agent Bank or the Purchasers from time to time in order to effect the matters covered hereby.”

Successor Agent Bank. As The Agent Bank, with the consent of the Sixth Amendment Effective DateBorrower which shall not be unreasonably withheld, Section 9.09(amay resign as Agent Bank upon not less than thirty (30) of days prior written notice given to the Existing Credit Agreement is hereby amended Borrower and the other Bank(s). If the Agent Bank shall resign under this Loan Agreement, then either (i) the Banks shall appoint a successor Agent Bank, subject to the consent to such successor Agent Bank by deleting “Such resignation the Borrower, such consent not to be unreasonably withheld, or removal shall take effect upon the acceptance by (ii) if a successor Agent Bank shall not be so appointed and approved within the thirty (30) day period following the Agent Bank's notice to the Banks of appointment pursuant its resignation, then the Agent Bank shall appoint, with the consent of the Borrower, such consent not to clause (b) or (c)” and substituting the following in lieu thereof: “Such resignation or removal shall take effect upon the acceptance by be unreasonably withheld, a successor Agent Bank who shall serve as Agent Bank until such time as the Banks appoint, and the Borrower consents, which consent shall not be unreasonably withheld, to the appointment of a successor Agent Bank. Upon its appointment pursuant to either clause (bi) or (c); provided thatii) above, if one or more Purchasers exercise such successor Agent Bank shall succeed to the purchase right provided for in Section 5.6 rights, powers and duties of the Second Lien Intercreditor AgreementAgent Bank and the term "Agent Bank" shall mean such successor Agent Bank, resignation by effective upon its appointment, and the former Agent Bank's rights, powers and duties as Agent Bank shall be effective upon terminated without any other or further act or deed on the earlier part of (i) the acceptance by a successor such former Agent Bank or any of appointment pursuant the other parties to clause (b) or (c) and (ii) 30 days after this Loan Agreement. After the date on which written notice resignation of any Agent Bank hereunder, the provisions of this Section 10 shall not by reason of such resignation by be deemed to release the Agent Bank shall have been given to from liability for any actions taken or not taken by it while it was the Purchasers; provided, however, that, notwithstanding the foregoing, (x) the resigning Agent Bank shall on or prior to the effective date of such resignation, deliver all Collateral in its possession to the Second Lien Collateral Agent (as defined in the Second Lien Intercreditor under this Loan Agreement), and (y) the resigning Agent Bank and the Borrowers shall, following the effective date of such resignation, furnish promptly, at the Borrowers’ expense, additional releases, amendment or termination statements, assignments and such other documents, instruments and agreements as are customary and may be reasonably requested by the successor Agent Bank or the Purchasers from time to time in order to effect the matters covered hereby.”