Common use of Successor Facility Agent Clause in Contracts

Successor Facility Agent. If the Facility Agent shall resign as Facility Agent under this Agreement, then the Required Lenders shall appoint a successor agent, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, whereupon such successor agent shall succeed to the rights, powers and duties of the Facility Agent, and the term “Facility Agent” shall mean such successor agent, effective upon its acceptance of such appointment, and the former Facility Agent’s rights, powers and duties as Facility Agent shall be terminated, without any other or further act or deed on the part of such former Facility Agent or any of the parties to this Agreement. In addition, prior to any assignment or participation by Synovus or any of its Affiliates of any interest in its Commitment which, in either case, after giving effect to such assignment or participation would result in Synovus and its Affiliates holding (unparticipated) less than 25% of the Facility Amount in aggregate Commitments, Synovus shall provide notice of such event to the Borrower, the Servicer and the Lenders (with the consent of the Required Lenders and, unless an Event of Default has occurred and is continuing, the Servicer) shall be permitted to appoint a new Facility Agent. After the Facility Agent’s resignation hereunder, the provisions of this Article XIV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Facility Agent under this Agreement. No resignation of the Facility Agent shall become effective until a successor Facility Agent shall have assumed the responsibilities and obligations of the Facility Agent hereunder; provided, that in the event a successor Facility Agent is not appointed within 60 days after such notice of its resignation is given as permitted by this Section 14.8, the Borrower or the Servicer may petition a court for its removal.

Successor Facility Agent. Subject to the terms of this Section 11.05, the Facility Agent may, upon thirty (30) days’ notice to the Lenders and the Borrower, resign as Facility Agent. If the Facility Agent shall resign as Facility Agent under this Agreement, then the Required Lenders shall appoint a successor agent, with . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation the Facility Agent may appoint a successor agent. The appointment of any successor Facility Agent shall be subject to the prior written consent of the Borrower and a Majority of the Class B Lenders (which consents shall not be unreasonably withheld or delayed); provided that the consent of the Borrower so long as no to any such appointment shall not be required if (i) an Event of Default has shall have occurred and is continuingcontinuing or, whereupon (ii) if such successor Facility Agent is a Lender or an Affiliate of such Facility Agent or any Lender. Any resignation of the Facility Agent shall be effective upon the appointment of a successor agent shall succeed pursuant to this Section 11.05. After the rights, powers and duties effectiveness of the retiring Facility Agent’s resignation hereunder as the Facility Agent, and the term “Facility Agent” shall mean such successor agent, effective upon its acceptance of such appointment, and the former Facility Agent’s rights, powers and duties as retiring Facility Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Facility Agent or any of the parties to this Agreement. In addition, prior to any assignment or participation by Synovus or any of its Affiliates of any interest in its Commitment which, in either case, after giving effect to such assignment or participation would result in Synovus Documents and its Affiliates holding (unparticipated) less than 25% of the Facility Amount in aggregate Commitments, Synovus shall provide notice of such event to the Borrower, the Servicer and the Lenders (with the consent of the Required Lenders and, unless an Event of Default has occurred and is continuing, the Servicer) shall be permitted to appoint a new Facility Agent. After the Facility Agent’s resignation hereunder, the provisions of this Article XIV XI shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was the Facility Agent under this AgreementAgreement and under the other Facility Documents. No resignation Any Person (i) into which the Facility Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Facility Agent shall be a party, or (iii) that may succeed to the properties and assets of the Facility Agent substantially as a whole, shall become effective until a be the successor Facility Agent shall have assumed the responsibilities and obligations of to the Facility Agent hereunder; provided, that in under this Agreement without further act of any of the event a successor Facility Agent is not appointed within 60 days after such notice of its resignation is given as permitted by parties to this Section 14.8, the Borrower or the Servicer may petition a court for its removalAgreement.

Successor Facility Agent. If the The Facility Agent shall may resign as at any time, effective upon either (x) thirty days’ written notice thereof to each Lender and the Borrower (with a copy to the Collateral Agent) whether or not a successor has been appointed or (y) the appointment and acceptance of a successor Facility Agent under this Agreementas provided below, then by giving at least five days’ written notice thereof to each Lender and the Borrower (in each case, the “Resignation Effective Date”). Upon any such resignation, if no successor Facility Agent has been appointed, the Required Lenders shall appoint a successor agentFacility Agent, with subject to the consent approval of the Borrower so long as no (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default has occurred and is continuing, whereupon or after the declaration or automatic occurrence of the Termination Date). Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Facility Agent. If no such successor agent Facility Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Facility Agent’s giving of notice of resignation, then the retiring Facility Agent may, on behalf of the Secured Parties, appoint a successor Facility Agent which successor Facility Agent shall be either (x) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (y) an Affiliate of such a bank. Upon the acceptance of any appointment as the Facility Agent hereunder by a successor Facility Agent, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Facility Agent (other than any rights to indemnity payments owed to the retiring Facility Agent). Regardless of whether a successor is appointed as of the -144- Resignation Effective Date, and the term “Facility Agent” shall mean such successor agent, effective upon its acceptance of such appointment, and the former Facility Agent’s rights, powers and duties as retiring Facility Agent shall be terminateddischarged from all of its duties and obligations under this Agreement and the other Transaction Documents and except for any indemnity payments owed to the retiring Facility Agent, without any other all payments, communications and determinations provided to be made by, to or further act or deed on through the part of such former Facility Agent shall instead be made by, to or any of through each Lender directly, until such time, if any, as the parties to this Agreement. In addition, prior to any assignment or participation by Synovus or any of its Affiliates of any interest in its Commitment which, in either case, after giving effect to such assignment or participation would result in Synovus and its Affiliates holding (unparticipated) less than 25% of the Facility Amount in aggregate Commitments, Synovus shall provide notice of such event to the Borrower, the Servicer and the applicable Lenders (with the consent of the Required Lenders and, unless an Event of Default has occurred and is continuing, the Servicer) shall be permitted to appoint a new successor Facility AgentAgent as provided for above. After Notwithstanding the Facility Agent’s resignation hereunderResignation Effective Date, the provisions of this Article XIV IX shall continue to inure to its the retiring Facility Agent’s benefit as to any actions taken or omitted to be taken by it while it was the Facility Agent under this Agreement. No resignation of the Facility Agent shall become effective until a successor Facility Agent shall have assumed the responsibilities and obligations of the Facility Agent hereunder; provided, that in the event a successor Facility Agent is not appointed within 60 days after such notice of its resignation is given as permitted by this Section 14.8, the Borrower or the Servicer may petition a court for its removal.

Successor Facility Agent. The Required Lenders (other than DBNY or any of its Affiliates if DBNY is the Facility Agent at such time, which, in such circumstance, shall be excluded for purposes of calculating Required Lenders as if not a Lender) and the Servicer may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time, upon at least 30 days’ written notice to the Borrower and the Collateral Agent and the Facility Agent, remove the Facility Agent if at such time the Facility Agent’s Commitment is less than 25% of the Facility Amount. If the Facility Agent shall resign or is removed as Facility Agent under this Agreement, then the Required Lenders Lenders, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), shall appoint a successor agent, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, whereupon such successor agent shall succeed to the rights, powers and duties of the Facility Agent, and the term “Facility Agent” shall mean such successor agent, effective upon its acceptance of such appointment, and the former Facility Agent’s rights, powers and duties as Facility Agent shall be terminated, without any other or further act or deed on the part of such former Facility Agent or any of the parties to this Agreement. In addition, prior to After any assignment or participation by Synovus or any of its Affiliates of any interest in its Commitment which, in either case, after giving effect to such assignment or participation would result in Synovus and its Affiliates holding (unparticipated) less than 25% of the Facility Amount in aggregate Commitments, Synovus shall provide notice of such event to the Borrower, the Servicer and the Lenders (with the consent of the Required Lenders and, unless an Event of Default has occurred and is continuing, the Servicer) shall be permitted to appoint a new Facility Agent. After the Facility Agent’s resignation or removal hereunder, the provisions of this Article XIV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the a Facility Agent under this Agreement. No resignation or removal of the Facility Agent shall become effective until a successor Facility Agent shall have assumed the responsibilities and obligations of the Facility Agent hereunder; provided, that in the event a successor Facility Agent is not appointed within 60 days after such a notice of its 122 resignation is given as permitted by this Section 14.8, the Borrower or the Servicer Facility Agent may petition a court for its removal.

Successor Facility Agent. If the The Facility Agent shall may resign as Facility Agent under this Agreementat any time by giving thirty (30) days’ prior written notice thereof to the Lenders, then Borrower and the Paying Agent. Upon any such notice of resignation, the Required Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor agentFacility Agent (and, with failing such appointment, the consent retiring facility agent may appoint a successor facility agent among the Lenders or any other financial institution on behalf of the Borrower so long Lenders). Upon the acceptance of any appointment as no Event of Default has occurred and is continuingthe Facility Agent hereunder by a successor Facility Agent, whereupon such that successor agent Facility Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Facility AgentAgent and the retiring Facility Agent shall promptly (a) transfer to such successor Facility Agent all sums, Securities and other items of Collateral held under the Transaction Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Facility Agent under the Transaction Documents, and the term “Facility Agent” shall mean (b) execute and deliver to such successor agent, effective upon its acceptance of Facility Agent such appointmentamendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the former assignment to such successor Facility Agent’s rightsAgent of the security interests created under the Transaction Documents, powers and duties as whereupon such retiring Facility Agent shall be terminated, without any other or further act or deed on the part of such former Facility Agent or any of the parties to this Agreement. In addition, prior to any assignment or participation by Synovus or any of discharged from its Affiliates of any interest in its Commitment which, in either case, after giving effect to such assignment or participation would result in Synovus duties and its Affiliates holding (unparticipated) less than 25% of the Facility Amount in aggregate Commitments, Synovus shall provide notice of such event to the Borrower, the Servicer and the Lenders (with the consent of the Required Lenders and, unless an Event of Default has occurred and is continuing, the Servicer) shall be permitted to appoint a new Facility Agentobligations hereunder. After the any retiring Facility Agent’s resignation hereunderhereunder as the Facility Agent, the provisions of this Article XIV VIIIA shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Facility Agent under this Agreement. No resignation of the Facility Agent shall become effective until a successor Facility Agent shall have assumed the responsibilities and obligations of the Facility Agent hereunder; provided, that in the event a successor Facility Agent is not appointed within 60 days after such notice of its resignation is given as permitted by this Section 14.8, the Borrower or the Servicer may petition a court for its removal.

Successor Facility Agent. The Facility Agent may resign at any time by giving five days' written notice thereof to the Lender, the Alternate Lender, each Liquidity Facility Provider, each Credit Support Provider, the Borrower, the Portfolio Administrator and the Trustee. Upon any such resignation, the Lender and the Alternate Lender shall have the right to appoint a successor Facility Agent approved by the Borrower (which approval will not be unreasonably withheld or delayed). If the no successor Facility Agent shall resign have been so appointed and shall have accepted such appointment, within sixty days after the retiring Facility Agent's giving of notice of resignation, then the retiring Facility Agent may, on behalf of the Lender and the Alternate Lender, appoint a successor Facility Agent. If the successor Facility Agent is not an Affiliate of the resigning Facility Agent, such successor Facility Agent shall be subject to the Borrower's prior written approval (which approval will not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Facility Agent under this Agreement, then the Required Lenders shall appoint hereunder by a successor agentFacility Agent, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, whereupon such successor agent Facility Agent shall thereupon succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Facility Agent, and the term “Facility Agent” shall mean such successor agent, effective upon its acceptance of such appointment, and the former Facility Agent’s rights, powers and duties as retiring Facility Agent shall be terminated, without any other or further act or deed on the part of such former Facility Agent or any of the parties to discharged from its duties and obligations under this Agreement. In addition, prior to After any assignment or participation by Synovus or any of its Affiliates of any interest in its Commitment which, in either case, after giving effect to such assignment or participation would result in Synovus and its Affiliates holding (unparticipated) less than 25% of the Facility Amount in aggregate Commitments, Synovus shall provide notice of such event to the Borrower, the Servicer and the Lenders (with the consent of the Required Lenders and, unless an Event of Default has occurred and is continuing, the Servicer) shall be permitted to appoint a new retiring Facility Agent. After the 's resignation hereunder as Facility Agent’s resignation hereunder, the provisions of this Article XIV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Facility Agent under this Agreement. No resignation of the Facility Agent shall become effective until a successor Facility Agent shall have assumed the responsibilities and obligations of the Facility Agent hereunder; provided, that in the event a successor Facility Agent is not appointed within 60 days after such notice of its resignation is given as permitted by this Section 14.8, the Borrower or the Servicer may petition a court for its removal.

Successor Facility Agent. The Facility Agent may resign as Facility Agent upon 30 days’ notice to the Lenders and the Borrower. If the Facility Agent shall resign as Facility Agent under this AgreementAgreement and the other Finance Documents, then the Required Majority Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, with the consent of the Borrower so long as no which successor agent shall (unless an Event of Default has under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and is be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Facility Agent, and the term “Facility Agent” shall mean such successor agent, agent effective upon its acceptance of such appointmentappointment and approval, and the former Facility Agent’s rights, powers and duties as Facility Agent shall be terminated, without any other or further act or deed on the part of such former Facility Agent or any of the parties to this Agreement. In addition, prior to any assignment or participation by Synovus Agreement or any of its Affiliates of any interest in its Commitment which, in either case, after giving effect to such assignment or participation would result in Synovus and its Affiliates holding (unparticipated) less than 25% holders of the Loans. If no successor agent has accepted appointment as Facility Amount in aggregate Commitments, Synovus shall provide Agent by the date that is 30 days following a retiring Facility Agent’s notice of such event to the Borrowerresignation, the Servicer and the Lenders (with the consent of the Required Lenders and, unless an Event of Default has occurred and is continuing, the Servicer) shall be permitted to appoint a new Facility Agent. After the retiring Facility Agent’s resignation hereundershall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Facility Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above. After any retiring Facility Agent’s resignation as Facility Agent, the provisions of this Article XIV Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Facility Agent under this Agreement. No resignation of Agreement and the Facility Agent shall become effective until a successor Facility Agent shall have assumed the responsibilities and obligations of the Facility Agent hereunder; provided, that in the event a successor Facility Agent is not appointed within 60 days after such notice of its resignation is given as permitted by this Section 14.8, the Borrower or the Servicer may petition a court for its removalother Finance Documents.

Successor Facility Agent. If the The Facility Agent shall may resign as at any time, effective upon either (x) thirty days’ written notice thereof to each Lender and the Borrower (with a copy to the Collateral Agent) whether or not a successor has been appointed or (y) the appointment and acceptance of a successor Facility Agent under this Agreementas provided below, then by giving at least five days’ written notice thereof to each Lender and the Borrower (in each case, the “Resignation Effective Date”). Upon any such resignation, if no successor Facility Agent has been appointed, the Required Lenders shall appoint a successor agentFacility Agent, with subject to the consent approval of the Borrower so long as no (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default has occurred and is continuing, whereupon or after the declaration or automatic occurrence of the Termination Date). Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Facility Agent. If no such successor agent Facility Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Facility Agent’s giving of notice of resignation, then the retiring Facility Agent may, on behalf of the Secured Parties, appoint a successor Facility Agent which successor Facility Agent shall be either (x) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (y) an Affiliate of such a bank. Upon the acceptance of any appointment as the Facility Agent hereunder by a successor Facility Agent, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Facility Agent (other than any rights to indemnity payments owed to the retiring Facility Agent). Regardless of whether a successor is appointed as of the Resignation Effective Date, and the term “Facility Agent” shall mean such successor agent, effective upon its acceptance of such appointment, and the former Facility Agent’s rights, powers and duties as retiring Facility Agent shall be terminateddischarged from all of its duties and obligations under this Agreement and the other Transaction Documents and except for any indemnity payments owed to the retiring Facility Agent, without any other all payments, communications and determinations provided to be made by, to or further act or deed on through the part of such former Facility Agent shall instead be made by, to or any of through each Lender directly, until such time, if any, as the parties to this Agreement. In addition, prior to any assignment or participation by Synovus or any of its Affiliates of any interest in its Commitment which, in either case, after giving effect to such assignment or participation would result in Synovus and its Affiliates holding (unparticipated) less than 25% of the Facility Amount in aggregate Commitments, Synovus shall provide notice of such event to the Borrower, the Servicer and the applicable Lenders (with the consent of the Required Lenders and, unless an Event of Default has occurred and is continuing, the Servicer) shall be permitted to appoint a new successor Facility AgentAgent as provided for above. After Notwithstanding the Facility Agent’s resignation hereunderResignation Effective Date, the provisions of this Article XIV IX shall continue to inure to its the retiring Facility Agent’s benefit as to any actions taken or omitted to be taken by it while it was the Facility Agent under this Agreement. No resignation of the Facility Agent shall become effective until a successor Facility Agent shall have assumed the responsibilities and obligations of the Facility Agent hereunder; provided, that in the event a successor Facility Agent is not appointed within 60 days after such notice of its resignation is given as permitted by this Section 14.8, the Borrower or the Servicer may petition a court for its removal.

Successor Facility Agent. The Facility Agent may resign at any time by giving five days' written notice thereof to the Lender, the Alternate Lender, each Liquidity Facility Provider, each Credit Support Provider, the Borrower, the Eligible Lender Trustee, the Portfolio Administrator and the Trustee. Upon any such resignation, the Lender and the Alternate Lender shall have the right to appoint a successor Facility Agent approved by the Borrower (which approval will not be unreasonably withheld or delayed). If the no successor Facility Agent shall resign have been so appointed and shall have accepted such appointment, within sixty days after the retiring Facility Agent's giving of notice of resignation, then the retiring Facility Agent may, on behalf of the Lender and the Alternate Lender, appoint a successor Facility Agent. If the successor Facility Agent is not an Affiliate of the resigning Facility Agent, such successor Facility Agent shall be subject to the Borrower's prior written approval (which approval will not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Facility Agent under this Agreement, then the Required Lenders shall appoint hereunder by a successor agentFacility Agent, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, whereupon such successor agent Facility Agent shall thereupon succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Facility Agent, and the term “Facility Agent” shall mean such successor agent, effective upon its acceptance of such appointment, and the former Facility Agent’s rights, powers and duties as retiring Facility Agent shall be terminated, without any other or further act or deed on the part of such former Facility Agent or any of the parties to discharged from its duties and obligations under this Agreement. In addition, prior to After any assignment or participation by Synovus or any of its Affiliates of any interest in its Commitment which, in either case, after giving effect to such assignment or participation would result in Synovus and its Affiliates holding (unparticipated) less than 25% of the Facility Amount in aggregate Commitments, Synovus shall provide notice of such event to the Borrower, the Servicer and the Lenders (with the consent of the Required Lenders and, unless an Event of Default has occurred and is continuing, the Servicer) shall be permitted to appoint a new retiring Facility Agent. After the 's resignation hereunder as Facility Agent’s resignation hereunder, the provisions of this Article XIV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Facility Agent under this Agreement. No resignation of the Facility Agent shall become effective until a successor Facility Agent shall have assumed the responsibilities and obligations of the Facility Agent hereunder; provided, that in the event a successor Facility Agent is not appointed within 60 days after such notice of its resignation is given as permitted by this Section 14.8, the Borrower or the Servicer may petition a court for its removal.