Common use of Successor Agent or Collateral Agent Clause in Contracts

Successor Agent or Collateral Agent. The Agent or the Collateral Agent may resign at any time by giving notice thereof to the Bank Parties and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent or a successor Collateral Agent. If no successor Agent or successor Collateral Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Agent or Collateral Agent gives notice of resignation, then the retiring Agent or Collateral Agent (as the case may be), on behalf of the Bank Parties, shall appoint a successor Agent or a successor Collateral Agent (as applicable), which shall be a commercial bank organized or licensed under the laws of the United States and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of its appointment as Agent or Collateral Agent (as the case may be) hereunder by a successor Agent or a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendment, thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Banks may request with respect to the Security Agreement and the BVI Cayman Pledge Agreement in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent or Collateral Agent (as applicable) shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent or Collateral Agent (as the case may be), and the retiring Agent or Collateral Agent shall be discharged from its duties and obligations hereunder. If within 45 days after written notice is given of the retiring Agent’s or Collateral Agent’s (as the case may be) resignation under this Section 7.07 no successor Agent or Collateral Agent (as the case may be) shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s or Collateral Agent’s (as the case may be) resignation shall become effective, (ii) the retiring Agent or Collateral Agent (as the case may be) shall thereupon be discharged from its duties and obligations under the Financing Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Agent or Collateral Agent (as the case may be) until such time, if any, as the Required Banks appoint a successor Agent or a successor Collateral Agent as provided above. After any retiring Agent’s or Collateral Agent’s (as the case may be) resignation hereunder as Agent or Collateral Agent (as the case may be) the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Collateral Agent (as the case may be).

Successor Agent or Collateral Agent. The Agent or the Collateral Agent may resign at any time by giving notice thereof to the Bank Parties and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent or a successor Collateral Agent. If no successor Agent or successor Collateral Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Agent or Collateral Agent gives notice of resignation, then the retiring Agent or Collateral Agent (as the case may be), on behalf of the Bank Parties, shall appoint a successor Agent or a successor Collateral Agent (as applicable), which shall be a commercial bank organized or licensed under the laws of the United States and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of its appointment as Agent or Collateral Agent (as the case may be) hereunder by a successor Agent or a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendment, thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Banks Lenders may request with respect to the Security Agreement and the BVI Cayman Pledge Agreement in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent or Collateral Agent (as applicable) shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent or Collateral Agent (as the case may be), and the retiring Agent or Collateral Agent shall be discharged from its duties and obligations hereunder. If within 45 days after written notice is given of the retiring Agent’s or Collateral Agent’s (as the case may be) resignation under this Section 7.07 no successor Agent or Collateral Agent (as the case may be) shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s or Collateral Agent’s (as the case may be) resignation shall become effective, (ii) the retiring Agent or Collateral Agent (as the case may be) shall thereupon be discharged from its duties and obligations under the Financing Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Agent or Collateral Agent (as the case may be) until such time, if any, as the Required Banks appoint a successor Agent or a successor Collateral Agent as provided above. After any retiring Agent’s or Collateral Agent’s (as the case may be) resignation hereunder as Agent or Collateral Agent (as the case may be) the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Collateral Agent (as the case may be).

Successor Agent or Collateral Agent. The Agent or the Collateral Agent may resign at any time by giving notice thereof to the Bank Parties and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent or a successor Collateral Agent. If no successor Agent or successor Collateral Agent shall have been so appointed by the Required Banks, and shall have NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement 111 accepted such appointment, within 30 days after the retiring Agent or Collateral Agent gives notice of resignation, then the retiring Agent or Collateral Agent (as the case may be), on behalf of the Bank Parties, shall appoint a successor Agent or a successor Collateral Agent (as applicable), which shall be a commercial bank organized or licensed under the laws of the United States and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of its appointment as Agent or Collateral Agent (as the case may be) hereunder by a successor Agent or a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendment, thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Banks may request with respect to the Security Agreement and the BVI Cayman Pledge Agreement in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent or Collateral Agent (as applicable) shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent or Collateral Agent (as the case may be), and the retiring Agent or Collateral Agent shall be discharged from its duties and obligations hereunder. If within 45 days after written notice is given of the retiring Agent’s or Collateral Agent’s (as the case may be) resignation under this Section 7.07 no successor Agent or Collateral Agent (as the case may be) shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s or Collateral Agent’s (as the case may be) resignation shall become effective, (ii) the retiring Agent or Collateral Agent (as the case may be) shall thereupon be discharged from its duties and obligations under the Financing Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Agent or Collateral Agent (as the case may be) until such time, if any, as the Required Banks appoint a successor Agent or a successor Collateral Agent as provided above. After any retiring Agent’s or Collateral Agent’s (as the case may be) resignation hereunder as Agent or Collateral Agent (as the case may be) the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Collateral Agent (as the case may be).

Successor Agent or Collateral Agent. The Agent or the Collateral Agent may resign at any time by giving notice thereof to the Bank Parties and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent or a successor Collateral Agent. If no successor Agent or successor Collateral Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Agent or Collateral Agent gives notice of resignation, then the retiring Agent or Collateral Agent (as the case may be), on behalf of the Bank Parties, shall appoint a successor Agent or a successor Collateral Agent (as 106 applicable), which shall be a commercial bank organized or licensed under the laws of the United States and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of its appointment as Agent or Collateral Agent (as the case may be) hereunder by a successor Agent or a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendment, thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Banks Lenders may request with respect to the Security Agreement and the BVI Cayman Pledge Agreement, or as the Required Tranche C Term Loan Banks may request with respect to the Tranche C Pledge Agreement in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent or Collateral Agent (as applicable) shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent or Collateral Agent (as the case may be), and the retiring Agent or Collateral Agent shall be discharged from its duties and obligations hereunder. If within 45 days after written notice is given of the retiring Agent’s 's or Collateral Agent’s 's (as the case may be) resignation under this Section 7.07 no successor Agent or Collateral Agent (as the case may be) shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s 's or Collateral Agent’s 's (as the case may be) resignation shall become effective, (ii) the retiring Agent or Collateral Agent (as the case may be) shall thereupon be discharged from its duties and obligations under the Financing Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Agent or Collateral Agent (as the case may be) until such time, if any, as the Required Banks appoint a successor Agent or a successor Collateral Agent as provided above. After any retiring Agent’s 's or Collateral Agent’s 's (as the case may be) resignation hereunder as Agent or Collateral Agent (as the case may be) the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Collateral Agent (as the case may be).

Successor Agent or Collateral Agent. The Agent or the Collateral Agent may resign at any time by giving notice thereof to the Bank Parties and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent or a successor Collateral Agent. If no successor Agent or successor Collateral Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Agent or Collateral Agent gives notice of resignation, then the retiring Agent or Collateral Agent (as the case may be), on behalf of the Bank Parties, shall appoint a successor Agent or a successor Collateral Agent (as applicable), which shall be a commercial bank organized or licensed under the laws of the United States and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of its appointment as Agent or Collateral Agent (as the case may be) hereunder by a successor Agent or a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendment, thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Banks may request with respect to the Security Agreement and the BVI Cayman Pledge Agreement in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent or Collateral Agent (as applicable) shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent or Collateral Agent (as the case may be), and the retiring Agent or Collateral Agent shall be discharged from its duties and obligations hereunder. If within 45 days after written notice is given of the retiring Agent’s or Collateral Agent’s (as the case may be) resignation under this Section ‎Section 7.07 no successor Agent or Collateral Agent (as the case may be) shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s or Collateral Agent’s (as the case may be) resignation shall become effective, (ii) the retiring Agent or Collateral Agent (as the case may be) shall thereupon be discharged from its duties and obligations under the Financing Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Agent or Collateral Agent (as the case may be) until such time, if any, as the Required Banks appoint a successor Agent or a successor Collateral Agent as provided above. After any retiring Agent’s or Collateral Agent’s (as the case may be) resignation hereunder as Agent or Collateral Agent (as the case may be) the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Collateral Agent (as the case may be).

Successor Agent or Collateral Agent. The Agent or the Collateral Agent may resign at any time by giving written notice thereof to the Bank Parties Banks and the BorrowerBorrowers. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent or a successor Collateral Agent, as the case may be, with the consent of the Borrowers, which consent shall not be unreasonably withheld. If no successor Agent or successor Collateral Agent shall have been so appointed by the Required Banksappointed, and shall have accepted such appointment, within 30 days after the retiring Agent or Collateral Agent gives notice of resignation, then the retiring Agent or Collateral Agent (as the case may be)may, on behalf of the Bank PartiesBanks, shall appoint a successor Agent or a successor Collateral Agent (as applicable)Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of its appointment as Agent or Collateral Agent (as under the case may be) hereunder Financing Documents by a successor Agent or a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendment, thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Banks may request with respect to the Security Agreement and the BVI Cayman Pledge Agreement in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent or Collateral Agent (as applicable) shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent or Collateral Agent (as the case may be)Agent, and the retiring Agent or Collateral Agent shall be discharged from its duties and obligations hereunderunder the Financing Documents. If within 45 days after written notice is given of the After any retiring Agent’s Agent or Collateral Agent’s ('s resignation under the Financing Documents as Agent or Collateral Agent, as the case may be) resignation under this Section 7.07 no successor Agent or Collateral Agent (as the case may be) shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s or Collateral Agent’s (as the case may be) resignation shall become effective, (ii) the retiring Agent or Collateral Agent (as the case may be) shall thereupon be discharged from its duties and obligations under the Financing Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Agent or Collateral Agent (as the case may be) until such time, if any, as the Required Banks appoint a successor Agent or a successor Collateral Agent as provided above. After any retiring Agent’s or Collateral Agent’s (as the case may be) resignation hereunder as Agent or Collateral Agent (as the case may be) the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Collateral Agent (as the case may be)Agent.

Successor Agent or Collateral Agent. The Either the Agent or the Collateral Agent agent may resign at any time by giving written notice thereof to the Bank Parties Lenders and the Borrower. Euramax U.S. Upon any such resignationresignation by the Agent or the Collateral Agent, the Required Banks Majority Lenders shall have the right to appoint a successor Agent or a successor Collateral Agent, as the case may be, subject to Euramax U.S.’s approval of such successor, which approval shall not be unreasonably withheld. If no successor Agent or successor Collateral Agent Agent, as the case may be, shall have been so appointed by the Required BanksMajority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent Agent’s or Collateral Agent gives Agent’s, as the case may be, giving of notice of resignation, then the retiring Agent or Collateral Agent (Agent, as the case may be), may, on behalf of the Bank PartiesLenders and the Issuer, shall appoint a successor Agent or a successor Collateral Agent (Agent, as applicable)the case may be, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,00050,000,000, and which successor shall be subject to Euramax U.S.’s approval, which approval shall not be unreasonably withheld. Upon the acceptance of its any appointment as Agent or Collateral Agent (as the case may be) hereunder by a successor Agent or a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendment, thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Banks may request with respect to the Security Agreement and the BVI Cayman Pledge Agreement in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent or Collateral Agent (Agent, as applicable) the case may be, shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent or Collateral Agent (Agent, as the case may be), and the retiring Agent or Collateral Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. If within 45 days after written notice is given of the retiring Agent’s or Collateral Agent’s (as the case may be) resignation under this Section 7.07 no successor Agent or Collateral Agent (as Agreement and the case may be) shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s or Collateral Agent’s (as the case may be) resignation shall become effective, (ii) the retiring Agent or Collateral Agent (as the case may be) shall thereupon be discharged from its duties and obligations under the Financing Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Agent or Collateral Agent (as the case may be) until such time, if any, as the Required Banks appoint a successor Agent or a successor Collateral Agent as provided aboveother Loan Documents. After any retiring Agent’s or Collateral Agent’s (as the case may be) resignation hereunder as Agent or Collateral Agent (Agent, as the case may be) , the provisions of this Article 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 (Agent, as the case may be), under this Agreement and the other Loan Documents.