Common use of Successor Designated Agent Clause in Contracts

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and such resignation shall be effective upon the appointment of a successor Designated Agent as provided herein. Upon any such resignation, the Majority Lenders shall have the right (with the consent of the Borrower unless an Event of Default has occurred and is continuing) to appoint a successor Designated Agent (which shall be a Lender). If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Designated Agent’s giving of notice of resignation, then the retiring Designated Agent may, on behalf of the Lenders, appoint a successor Designated Agent. Any successor Designated Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Designated Agent, and the retiring Designated Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Designated Agent’s resignation hereunder as Designated Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Designated Agent under this Agreement.

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and Borrower, such resignation shall to be effective upon the appointment of a successor Designated Agent or, if no successor Designated Agent has been appointed, thirty (30) days after the retiring Designated Agent gives notice of its intention to resign. The Designated Agent may be removed as provided hereinDesignated Agent by the Required Lenders upon thirty (30) days' prior written notice if the Designated Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) is a Defaulting Lender and remains a Defaulting Lender until replaced as hereinafter provided. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right (with the consent to appoint, on behalf of the Borrower unless an Event of Default has occurred and is continuing) to appoint the Lenders, a successor Designated Agent (which shall be a Lender)Agent. If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, Required Lenders within 30 fifteen (15) days after the retiring resigning Designated Agent’s giving of notice of resignationits intention to resign, then the retiring resigning Designated Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Designated Agent. Any Notwithstanding the previous sentence, the Designated Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Designated Agent hereunder. If the Designated Agent has resigned or been removed and no successor Designated Agent has been appointed, the Lenders may perform all the duties of the Designated Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Designated Agent shall be deemed to be appointed hereunder until such successor Designated Agent has accepted the appointment. Any such successor Designated Agent shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus retained earnings of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring resigning Designated Agent. Upon the effectiveness of the resignation of the Designated Agent, and the retiring resigning Designated Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe Loan Documents. After any retiring Designated Agent’s the effectiveness of the resignation hereunder as of an Designated Agent, the provisions of this Article VII X shall inure to its continue in effect for the benefit as to of such Designated Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Designated Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Designated Agent by merger, or the Designated Agent assigns its duties and obligations to an Affiliate pursuant to this AgreementSection 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Designated Agent.

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and such resignation shall be effective upon the appointment of a successor Designated Agent as provided herein. Upon any such resignation, the Majority Lenders shall have the right (with the consent of the Borrower unless an Event of Default has occurred and is continuing) to appoint a successor Designated Agent (which shall be a Lender)Agent. If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Designated Agent’s giving of notice of resignation, then the retiring Designated Agent may, on behalf of the Lenders, appoint a successor Designated Agent. Any successor Designated Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Designated Agent, and the retiring Designated Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Designated Agent’s resignation hereunder as Designated Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Designated Agent under this Agreement.

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and such resignation shall be effective upon the appointment of a successor Designated Agent as provided herein. Upon any such resignation, the Majority Lenders shall have the right (with the consent of the Borrower unless an Event of Default has occurred and is continuing) to appoint a successor Designated Agent (which shall be a Lender). If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Designated Agent’s giving of notice of resignation, then the retiring Designated Agent may, on behalf of the Lenders, appoint a successor Designated Agent. Any successor Designated Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Designated Agent, and the retiring Designated Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Designated Agent’s resignation hereunder as Designated Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Designated Agent under this Agreement.

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and such resignation shall be effective upon the appointment of a successor Designated Agent as provided herein. Upon any such resignation, the Majority Lenders shall have the right (with the consent of the Borrower unless an Event of Default has occurred and is continuing) to appoint a successor Designated Agent (which shall be a Lender). If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Designated Agent’s giving of notice of resignation, then the retiring Designated Agent may, on behalf of the Lenders, appoint a successor Designated Agent. Any successor Designated Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Designated Agent, and the retiring Designated Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Designated Agent’s resignation hereunder as Designated Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Designated Agent under this Agreement.. ARTICLE IX

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and such resignation shall be effective upon the appointment of a successor Designated Agent as provided herein. Upon any such resignation, the Majority Lenders shall have the right (with the consent of the Borrower unless an Event of Default has occurred and is continuing) to appoint a successor Designated Agent (which shall be a Lender)Agent. If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Designated Agent’s giving of notice of resignation, then the retiring Designated Agent may, on behalf of the Lenders, appoint a successor Designated Agent. Any successor Designated Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Designated Agent, and the retiring Designated Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Designated Agent’s resignation hereunder as Designated Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Designated Agent under this Agreement.

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower BorrowerParent and such resignation shall be effective upon the appointment of a successor Designated Agent as provided herein. Upon any such resignation, the Majority Lenders shall have the right (with the consent of the Borrower BorrowerParent unless an Event of Default has occurred and is continuing) to appoint a successor Designated Agent (which shall be a Lender). If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Designated Agent’s giving of notice of resignation, then the retiring Designated Agent may, on behalf of the Lenders, appoint a successor Designated Agent. Any successor Designated Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Designated Agent, and the retiring Designated Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Designated Agent’s resignation hereunder as Designated Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Designated Agent under this Agreement.

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and Borrower, such resignation shall to be effective upon the appointment of a successor Designated Agent or, if no successor Designated Agent has been appointed, thirty (30) days after the retiring Designated Agent gives notice of its intention to resign. The Designated Agent may be removed as provided hereinDesignated Agent by the Required Lenders upon thirty (30) days’ prior written notice if the Designated Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) is a Defaulting Lender and remains a Defaulting Lender until replaced as hereinafter provided. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right (with the consent to appoint, on behalf of the Borrower unless an Event of Default has occurred and is continuing) to appoint the Lenders, a successor Designated Agent (which shall be a Lender)Agent. If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, Required Xxxxxxx within 30 fifteen (15) days after the retiring resigning Designated Agent’s giving of notice of resignationits intention to resign, then the retiring resigning Designated Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Designated Agent. Any Notwithstanding the previous sentence, the Designated Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Designated Agent hereunder. If the Designated Agent has resigned or been removed and no successor Designated Agent has been appointed, the Lenders may perform all the duties of the Designated Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Designated Agent shall be deemed to be appointed hereunder until such successor Designated Agent has accepted the appointment. Any such successor Designated Agent shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus retained earnings of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring resigning Designated Agent. Upon the effectiveness of the resignation of the Designated Agent, and the retiring resigning Designated Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe Loan Documents. After any retiring Designated Agent’s the effectiveness of the resignation hereunder as of an Designated Agent, the provisions of this Article VII X shall inure to its continue in effect for the benefit as to of such Designated Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Designated Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Designated Agent by merger, or the Designated Agent assigns its duties and obligations to an Affiliate pursuant to this Agreement.Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Designated Agent. 101 4887-5363-3879v24887-5363-3879v.5

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower BorrowerParent and such resignation shall be effective upon the appointment of a successor Designated Agent as provided herein. Upon any such resignation, the Majority Lenders shall have the right (with the consent of the Borrower BorrowerParent unless an Event of Default has occurred and is continuing) to appoint a successor Designated Agent (which shall be a Lender). If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Designated Agent’s giving of notice of resignation, then the retiring Designated Agent may, on behalf of the Lenders, appoint a successor Designated Agent. Any successor Designated Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Designated Agent, and the retiring Designated Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Designated Agent’s resignation hereunder as Designated Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Designated Agent under this Agreement.

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and Borrower, such resignation shall to be effective upon the appointment of a successor Designated Agent or, if no successor Designated Agent has been appointed, thirty (30) days after the retiring Designated Agent gives notice of its intention to resign. The Designated Agent may be removed as provided hereinDesignated Agent by the Required Lenders upon thirty (30) days’ prior written notice if the Designated Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) is a Defaulting Lender and remains a Defaulting Lender until replaced as hereinafter provided. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right (with the consent to appoint, on behalf of the Borrower unless an Event of Default has occurred and is continuing) to appoint the Lenders, a successor Designated Agent (which shall be a Lender)Agent. If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, Required Xxxxxxx within 30 fifteen (15) days after the retiring resigning Designated Agent’s giving of notice of resignationits intention to resign, then the retiring resigning Designated Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Designated Agent. Any Notwithstanding the previous sentence, the Designated Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Designated Agent hereunder. If the Designated Agent has resigned or been removed and no successor Designated Agent has been appointed, the Lenders may perform all the duties of the Designated Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Designated Agent shall be deemed to be appointed hereunder until such successor Designated Agent has accepted the appointment. Any such successor Designated Agent shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus retained earnings of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring resigning Designated Agent. Upon the effectiveness of the resignation of the Designated Agent, and the retiring resigning Designated Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe Loan Documents. After any retiring Designated Agent’s the effectiveness of the resignation hereunder as of an Designated Agent, the provisions of this Article VII X shall inure to its continue in effect for the benefit as to of such Designated Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Designated Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Designated Agent by merger, or the Designated Agent assigns its duties and obligations to an Affiliate pursuant to this AgreementSection 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Designated Agent.

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and Borrower, such resignation shall to be effective upon the appointment of a successor Designated Agent or, if no successor Designated Agent has been appointed, thirty (30) days after the retiring Designated Agent gives notice of its intention to resign. The Designated Agent may be removed as provided hereinDesignated Agent by the Required Lenders upon thirty (30) days’ prior written notice if the Designated Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) is a Defaulting Lender and remains a Defaulting Lender until replaced as hereinafter provided. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right (with the consent to appoint, on behalf of the Borrower unless an Event of Default has occurred and is continuing) to appoint the Lenders, a successor Designated Agent (which shall be a Lender)Agent. If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, Required Lenders within 30 fifteen (15) days after the retiring resigning Designated Agent’s giving of notice of resignationits intention to resign, then the retiring resigning Designated Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Designated Agent. Any Notwithstanding the previous sentence, the Designated Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Designated Agent hereunder. If the Designated Agent has resigned or been removed and no successor Designated Agent has been appointed, the Lenders may perform all the duties of the Designated Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Designated Agent shall be deemed to be appointed hereunder until such successor Designated Agent has accepted the appointment. Any such successor Designated Agent shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus retained earnings of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring resigning Designated Agent. Upon the effectiveness of the resignation of the Designated Agent, and the retiring resigning Designated Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe Loan Documents. After any retiring Designated Agent’s the effectiveness of the resignation hereunder as of an Designated Agent, the provisions of this Article VII X shall inure to its continue in effect for the benefit as to of such Designated Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Designated Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Designated Agent by merger, or the Designated Agent assigns its duties and obligations to an Affiliate pursuant to this AgreementSection 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Designated Agent.

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and such resignation shall be effective upon the appointment of a successor Designated Agent as provided herein. Upon any such resignation, the Majority Lenders shall have the right (with the consent of the Borrower unless an Event of Default has occurred and is continuing) to appoint a successor Designated Agent (which shall be a Lender)Agent. If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Designated Agent’s giving of notice of resignation, then the retiring Designated Agent may, on behalf of the Lenders, appoint a successor Designated Agent. Any successor Designated Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Designated Agent, and the retiring Designated Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Designated Agent’s resignation hereunder as Designated Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Designated Agent under this Agreement.

Successor Designated Agent. The Designated Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Parent and such resignation shall be effective upon the appointment of a successor Designated Agent as provided herein. Upon any such resignation, the Majority Lenders shall have the right (with the consent of the Borrower Parent unless an Event of Default has occurred and is continuing) to appoint a successor Designated Agent (which shall be a Lender). If no successor Designated Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Designated Agent’s giving of notice of resignation, then the retiring Designated Agent may, on behalf of the Lenders, appoint a successor Designated Agent. Any successor Designated Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Designated Agent hereunder by a successor Designated Agent, such successor Designated Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Designated Agent, and the retiring Designated Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Designated Agent’s resignation hereunder as Designated Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Designated Agent under this Agreement.