Common use of Successor Co-Agents Clause in Contracts

Successor Co-Agents. Each Co-Agent may resign at any time by giving not less than 30 days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Co-Agent. If no successor Co-Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Co-Agent's giving notice of resignation, then the resigning Co-Agent may, on behalf of Lenders, appoint a successor Co-Agent, which shall be a 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 has a combined capital and surplus of at least $300,000,000. If no successor Co-Agent has been appointed pursuant to the foregoing within 30 days after the date such notice of resignation was given by the resigning Co-Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of such Co-Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Co-Agent as provided above. Any successor Co-Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower, 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 a Co-Agent hereunder by a successor Co-Agent, such successor Co-Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Co-Agent. Upon the earlier of the acceptance of any appointment as Co-Agent hereunder by a successor Co-Agent or the effective date of the resigning Co-Agent's resignation, the resigning Co-Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Co-Agent shall continue. After any resigning Co-Agent's resignation hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as a Co-Agent under this Agreement and the other Loan Documents.

Successor Co-Agents. Each Co-Lender agrees that Bankers Trust shall serve as the Administrative Agent and Xxxxxx as Syndication Agent at all times until all of the Obligations are paid in full, except that Bankers Trust or Xxxxxx, as applicable, may resign from its agency at any time by giving not less than 30 time, in its sole discretion, upon thirty (30) days' prior written notice thereof to the Lenders and the Borrower. If either Co-Agent is permitted to (in accordance with the terms of this Agreement) and does participate or assign its total interests in its Loans, other than to a successor entity to such Co-Agent, then such Co-Agent agrees to resign upon the request of any Lender or the Borrower. Upon any such resignation, the Requisite other Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Co-Agent, which successor Co-Agent, other than a successor entity to such Co-Agent, shall, so long as no Event of Default exists hereunder, be subject to the approval of Borrower (such approval not to be unreasonably withheld or delayed). If no successor Co-Agent shall have been so appointed by the Requisite other Lenders (and, if applicable, approved by Borrower) and shall have accepted such appointment within 30 thirty (30) days after the resigning retiring Co-Agent's giving notice of resignation, then the resigning retiring Co-Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Co-Agent, which shall be a 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 has a combined capital and surplus of at least $300,000,000. If no successor Co-Agent has been appointed pursuant to the foregoing within 30 days after the date such notice of resignation was given by the resigning Co-Agent, such resignation shall become effective and other than a successor entity to the Requisite Lenders shall thereafter perform all the duties of such Co-Agent hereunder until such timeAgent, if anyshall, so long as the Requisite Lenders appoint a successor Co-Agent as provided above. Any successor Co-Agent appointed by Requisite Lenders hereunder shall no Event of Default exists hereunder, be subject to the approval of Borrower, the Borrower (such approval not to be unreasonably withheld or delayed; provided, that such approval ). Any successor Administrative Agent shall not be required if a Default or an Event commercial bank having capital and retained earnings of Default shall have occurred and be continuingat least $1,000,000,000. Upon the acceptance of any appointment as a Co-Agent hereunder by a successor Co-Agent, such successor Co-Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Co-Agent. Upon , including the earlier of right to receive any fees for performing such duties which accrue thereafter, and the acceptance of any appointment as Co-Agent hereunder by a successor Co-Agent or the effective date of the resigning Co-Agent's resignation, the resigning retiring Co-Agent shall be discharged from its duties and obligations subsequently arising hereunder and under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Co-Agent shall continue. After any resigning retiring Co-Agent's resignation hereunderhereunder as Co-Agent, the provisions of this Section 9 Article XII shall inure to continue in effect for its benefit as to and that of the other Lenders in respect of any actions taken or omitted to be taken by it while it was acting as a the Co-Agent hereunder and under this Agreement and the other Loan Documents.

Successor Co-Agents. Each Co-Agent may resign at any time by giving not less than 30 days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Co-Agent. If no successor Co-Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Co-Agent's giving notice of resignation, then the resigning Any Co-Agent may, on behalf of Lenders, appoint a successor Co-Agent, which shall be a 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 and at the laws request of the United States of America or of any State thereof Required Lenders shall, resign as a Co- Agent upon 30 days' notice to the Lenders and has a combined capital and surplus of at least $300,000,000the Borrowers. If no successor a Co-Agent has been appointed pursuant to resigns under this Agreement, the foregoing within 30 days after Required Lenders shall appoint from among the date such notice of resignation was given by the resigning Co-Lenders a successor Co- Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties as applicable, which successor agent shall, so long as no Event of such Co-Agent hereunder until such timeDefault exists, if any, as the Requisite Lenders appoint a successor Co-Agent as provided above. Any successor Co-Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower, such the Borrowers (which approval shall not to be unreasonably withheld or delayed; provided). If no successor agent is appointed prior to the effective date of the resignation of a Co-Agent, that such approval shall not be required if Co-Agent may appoint, after consulting with the Lenders and the Borrowers, a Default or an Event of Default shall have occurred and be continuingsuccessor agent, from among the Lenders. Upon the acceptance of any its appointment as a Co-Agent hereunder by a successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Co-Agent, and the term "Paying Agent" or "Syndication Agent" shall mean such successor Co-Agent shall succeed to agent and become vested with all the rights, powers, privileges and duties of the resigning Co-Agent. Upon the earlier of the acceptance of any appointment as Co-Agent hereunder by a successor Co-Agent or the effective date of the resigning retiring Co-Agent's resignationappointment, the resigning powers and duties as such Co-Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Co-Agent shall continueterminated. After any resigning the retiring Co- Agent's resignation hereunder as such Co-Agent's resignation hereunder, the provisions of this Article X and Section 9 11.4 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as a such Co-Agent under this Agreement Agreement. If no successor agent has accepted appointment as the applicable Co-Agent by the date which is 30 days following the retiring Co-Agent's notice of resignation, the retiring Co-Agent's resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of such Co-Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Each successor Co-Agent shall comply with subsection 4.1(e).

Successor Co-Agents. Each Co-Agent may resign at any time by giving not less than 30 days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Co-Agent. If no successor Co-Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Co-Agent's giving notice of resignation, then the resigning Co-Agent may, on behalf of Lenders, appoint a successor Co-Agent, which shall be a 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 has a combined capital and surplus of at least $300,000,000. If no successor Co-Agent has been appointed pursuant to the foregoing within 30 days after the date such notice of resignation was given by the resigning Co-Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of such Co-Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Co-Agent as provided above. Any successor Co-Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower, 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 a Co-Agent hereunder by a successor Co-Agent, such successor Co-Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Co-Agent. Upon the earlier of the acceptance of any appointment as Co-Agent hereunder by a successor Co-Agent or the effective date of the resigning Co-Agent's resignation, the resigning Co-Agent shall be discharged from its duties and obligations under this Agreement and the other Loan AMENDED AND RESTATED CREDIT AGREEMENT Documents, except that any indemnity rights or other rights in favor of such resigning Co-Agent shall continue. After any resigning Co-Agent's resignation hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as a Co-Agent under this Agreement and the other Loan Documents.

Successor Co-Agents. Each Any Co-Agent may resign at any time by giving not less than 30 as a Co-Agent upon thirty (30) days' prior written notice thereof to the other Co-Agent, Lenders and the Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as such Co-Agent. Upon any such resignationIn the event the Bank or GE Capital sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by it of substantially all of its loan portfolio, the Requisite Bank or GE Capital, as the case may be, shall resign as Co-Agent and such purchaser or transferee shall become the successor Co-Agent hereunder. If any Co-Agent resigns under this Agreement, subject to the proviso in the preceding sentence, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor agent for the Lenders to replace such Co-Agent. If no successor Co-Agent shall have been so agent is appointed by prior to the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Co-Agent's giving notice of resignation, then the resigning Co-Agent may, on behalf of Lenders, appoint a successor Co-Agent, which shall be a 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 effective date of the United States resignation of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Co-Agent has been appointed pursuant to the foregoing within 30 days after the date such notice of resignation was given by the resigning Co-Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of such Co-Agent hereunder until such timemay appoint, if anyafter consulting with the other Co-Agent, as the Requisite Lenders appoint and the Borrower, a successor Co-Agent as provided above. Any successor Co-Agent appointed by Requisite Lenders hereunder shall be subject to agent from among the approval of Borrower, 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 continuingLenders. Upon the acceptance of any its appointment as a Co-Agent hereunder by a successor Co-Agentagent hereunder, such successor Co-Agent agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning retiring Co-Agent and the terms "Co-Agent. Upon " and "Administrative Agent" or "Documentation Agent," as the earlier of case may be, shall mean such successor agent and the acceptance of any appointment as Co-Agent hereunder by a successor Co-Agent or the effective date of the resigning retiring Co-Agent's resignationappointment, powers and duties as Co- Agent and Administrative Agent or Documentation Agent, as the resigning Co-Agent case may be, shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Co-Agent shall continueterminated. After any resigning retiring Co-Agent's resignation hereunderhereunder as such Co-Agent, the provisions of this Section 9 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as a Co-Agent under this Agreement and the other Loan DocumentsAgreement.