Common use of SUCCESSOR CO-AGENT Clause in Contracts

SUCCESSOR CO-AGENT. Any Co-Agent may resign at any time by giving written notice thereof to the Purchasers and the Company and may be removed at any time with or without cause by two-thirds of the applicable Purchasers. Upon any such resignation or removal, two-thirds of the applicable Purchasers shall have the right to appoint a successor to such Co-Agent, provided that, so long as the consent of the Company is not unreasonably withheld, the Company shall have the right to consent to any such successor Co-Agent (other than a successor Co-Agent that is a Purchaser at such time holding, individually or with its Affiliates, at least 45% of the Principal Amount then outstanding). If no successor Co-Agent shall have been so appointed by such applicable Purchasers, and shall have accepted such appointment, within 30 days after such retiring Co-Agent's giving of notice of resignation or such applicable Purchasers' removal of the retiring Co-Agent, then the retiring Co-Agent may, on behalf of such applicable Purchasers, without the approval of the Company, appoint a successor Co-Agent. Upon the acceptance of any appointment as Co-Agent hereunder by a successor Co-Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the two-thirds of the applicable Purchasers may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor Co-Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of such retiring Co-Agent, and the retiring Co-Agent shall be discharged from its duties and obligations under the Note Documents. After any retiring Co-Agent's resignation or removal hereunder as Co-Agent, the provisions of this Article 19 inure to its benefit as to any actions taken or omitted to be taken by it while it was Co-Agent under this Agreement.

SUCCESSOR CO-AGENT. Any The Co-Agent may resign at any time by giving written notice thereof to the Purchasers other members of the Bank Group and the Company Borrower and may be removed at any time with or without cause by two-thirds of the applicable PurchasersMajority Banks. Upon any such resignation or removal, two-thirds of the applicable Purchasers Majority Banks shall have the right to appoint a successor to such Co-Agent, provided that, so long as the consent of the Company is not unreasonably withheld, the Company shall have the right to consent to any such successor Co-Agent (other than a successor Co-Agent that is a Purchaser at such time holding, individually or with its Affiliates, at least 45% of the Principal Amount then outstanding). If no successor Co-Agent shall have been so appointed by such applicable Purchasersthe Majority Banks, and shall have accepted such appointment, within 30 thirty (30) days after such the retiring Co-Agent's giving of notice of resignation or such applicable Purchasersthe Majority Banks' removal of the retiring Co-Agent, then the retiring Co-Agent may, on behalf of such applicable Purchasers, without the approval of the CompanyBanks, appoint a successor Co-Co- Agent, which shall be 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 Co-Co- Agent hereunder by a successor Co-Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the two-thirds of the applicable Purchasers may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security DocumentsAgent, such successor Co-Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of such the retiring Co-Agent, and the retiring Co-Agent shall be discharged from its duties and obligations under this Agreement, subject to the Note Documentsrequirement that such retiring Co-Agent will execute such documents and take such actions as may be necessary or desirable to cause the successor Co-Agent to be vested with all such rights, powers, privileges and duties. After any retiring Co-Agent's resignation or removal hereunder as Co-Agent, the provisions of this Article 19 ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Co-Agent under this Agreement. All reasonable costs and expenses incurred by the Bank Group in connection with any amendments or other documentation required by this SECTION 8.08 shall be paid by the Borrower pursuant to SECTION 9.04 hereof.

SUCCESSOR CO-AGENT. Any The Co-Agent may resign at any time by giving written notice thereof to the Purchasers other members of the Bank Group and the Company Borrower and may be removed at any time with or without cause by two-thirds of the applicable PurchasersMajority Banks. Upon any such resignation or removal, two-thirds of the applicable Purchasers Majority Banks shall have the right to appoint a successor to such Co-Agent, provided that, so long as the consent of the Company is not unreasonably withheld, the Company shall have the right to consent to any such successor Co-Agent (other than a successor Co-Agent that is a Purchaser at such time holding, individually or with its Affiliates, at least 45% of the Principal Amount then outstanding). If no successor Co-Agent shall have been so appointed by such applicable Purchasersthe Majority Banks, and shall have accepted such appointment, within 30 thirty (30) days after such the retiring Co-Agent's giving of notice of resignation or such applicable Purchasersthe Majority Banks' removal of the retiring Co-Agent, then the retiring Co-Agent may, on behalf of such applicable Purchasers, without the approval of the CompanyBanks, appoint a successor Co-Co- Agent, which shall be 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 Co-Co- Agent hereunder by a successor Co-Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the two-thirds of the applicable Purchasers may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security DocumentsAgent, such successor Co-Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of such the retiring Co-Agent, and the retiring Co-Agent shall be discharged from its duties and obligations under this Agreement, subject to the Note Documentsrequirement that such retiring Co-Agent will execute such documents and take such actions as may be necessary or desirable to cause the successor Co-Agent to be vested with all such rights, powers, privileges and duties. After any retiring Co-Agent's resignation or removal hereunder as Co-Agent, the provisions of this Article 19 ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Co-Agent under this Agreement.. All reasonable costs and expenses incurred by the Bank Group in connection with any amendments or other documentation required by this SECTION 8.08 shall be paid by the Borrower pursuant to SECTION 9.04 hereof. -44- REVOLVING FACILITY