Common use of Successor Facility Agents Clause in Contracts

Successor Facility Agents. Any Facility Agent may resign at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor to such Facility Agent. If no successor to such Facility Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after retiring Facility Agent's giving of notice of resignation or the Majority Banks' removal of such retiring Facility Agent, then such retiring Facility Agent on behalf of the Banks, shall appoint a successor Facility Agent (which successor Facility Agent shall be a Bank or another 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 $50,000,000). Upon the acceptance of any appointment as a Facility Agent hereunder by any successor Facility Agent, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Facility Agent, and such retiring Facility Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Facility Agent's resignation or removal hereunder, the provisions of this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Facility Agent.

Successor Facility Agents. Any (a) Each Facility Agent may resign at any time by giving written notice thereof to the Banks Lenders, the Board and the Borrower and may be removed at any time with or cause (or, following the Board's honoring of a demand for payment in accordance with the Board Guarantee, without cause cause) by the Majority BanksBoard. Upon any such resignation or removal, the Majority Banks Borrower shall have the right with the prior written consent of the Board and the Requisite Lenders to appoint a successor to such Facility Agent. If no successor to such Facility Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, appointment within 30 days after the retiring Facility Agent's giving of notice of resignation or the Majority Banks' Board's removal of such retiring Facility Agent, then such retiring Facility Agent on behalf of the Banks, Board and the Requisite Lenders shall have the right to appoint a successor Facility Agent (which who shall be willing to accept such appointment. In any event such successor Facility Agent shall be a Bank or another commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having shall have a combined capital and surplus of at least $50,000,000)500,000,000. Upon the acceptance of any appointment as a Facility Agent hereunder by any a successor Facility Agent, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Facility Agent, and such the retiring or removed Facility Agent shall be discharged from its duties and obligations as agent under this Agreement or as collateral agent under the Security Agreement, as the case may be. After any retiring Facility Agent's resignation or removal hereunder, hereunder as a Facility Agent the provisions of this Article XII ARTICLE IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Facility Agent under this Agreement or the Security Agreement, as the case may be. (b) Any corporation into which either Facility Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which either Facility Agent shall be a party, or any corporation succeeding to the business of either Facility Agent, provided that such corporation is a commercial bank organized or licensed under the laws of the United States of America or any State thereof or under the laws of any other jurisdiction (as long as such bank is licensed under any applicable U.S. or State law to conduct business in the United States) and has a combined capital and surplus of at least $500,000,000, shall be the successor of such Facility Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession.

Successor Facility Agents. Any (a) Each Facility Agent may resign at any time by giving written notice thereof to the Banks Lenders, the Board and the Borrower and may be removed at any time with cause (or, following the Board's honoring of a demand for payment in accordance with the Board Guarantee, without cause) by the Board, or at any time prior to the Board's honoring of a demand for payment in accordance with the Board Guarantee, without cause by the Majority BanksRequisite Lenders and the Board. Any such resignation or removal shall be effective upon the appointment and acceptance of a successor Facility Agent, in accordance with this Section 9.8. Upon any such resignation or removal, the Majority Banks Borrower shall have the right with the prior written consent of the Board, the Requisite Lenders and the Supplemental Guarantor to appoint a successor to such Facility Agent. If no successor to such Facility Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, appointment within 30 days after the retiring Facility Agent's giving of notice of resignation or the Majority Banks' Board's removal of such retiring Facility Agent, then such retiring Facility Agent on behalf of the BanksBoard, the Requisite Lenders and the Supplemental Guarantor shall have the right to appoint a successor Facility Agent (which who shall be willing to accept such appointment. In any event such successor Facility Agent shall be a Bank or another commercial bank organized under the laws of the United States of America or of any State thereof and having shall have a combined capital and surplus of at least $50,000,000)1,000,000,000. Upon the acceptance of any appointment as a Facility Agent hereunder by any a successor Facility Agent, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Facility Agent, and such retiring the resigning or removed Facility Agent shall be discharged from its duties and obligations as agent under this Agreement or as collateral agent under the Security Agreement, as the case may be. Prior to the effective time of the resignation or removal of a Facility Agent, such Facility Agent (i) shall be entitled to receive all fees and other amounts owing to it hereunder or under any other Loan Document, and (ii) in the case of the Collateral Agent, shall take all actions and do all things reasonably necessary to promptly transfer or assign any Collateral (or interest therein) to the successor collateral agent. After any retiring Facility Agent's resignation or removal hereunder, hereunder as a Facility Agent the provisions of this Article XII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Facility Agent under this Agreement or any Security Document, as the case may be. (b) Any corporation into which either Facility Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which either Facility Agent shall be a party, or any corporation succeeding to the business of either Facility Agent, provided that such corporation is a commercial bank organized under the laws of the United States of America or any State thereof and has a combined capital and surplus of at least $1,000,000,000, shall be the successor of such Facility Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession.

Successor Facility Agents. Any Facility Agent may resign at any time by giving written notice thereof to the Banks and the Subsidiary Borrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor to such Facility Agent. If no successor to such Facility Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Facility Agent's giving of notice of resignation or the Majority Banks' removal of such retiring Facility Agent, then such retiring Facility Agent on behalf of the Banks, shall appoint a successor Facility Agent (which successor Facility Agent shall be a Bank or another 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 $50,000,000). Upon the acceptance of any appointment as a Facility Agent hereunder by any successor Facility Agent, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Facility Agent, and such retiring Facility Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Facility Agent's resignation or removal hereunder, the provisions of this Article XII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Facility Agent.

Successor Facility Agents. Any Facility (a) Each of the Administrative Agent and the Collateral Agent may resign at any time by giving 30 days’ prior written notice thereof to other Agent, the Banks Lenders and the Borrower Borrower, and each such Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Majority Banks. Borrower and the Facility Agents and signed by Requisite Lenders. (i) Upon any such notice of resignation or any such removal, the Majority Banks Requisite Lenders shall have the right right, upon 5 Business Days’ notice to the Borrower, to appoint a successor to such Facility Administrative Agent or Collateral Agent, as applicable. If no such successor to such Facility Agent shall have been so appointed by the Majority BanksRequisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Facility Agent's ’s giving of notice of resignation or the Majority Banks' removal of such retiring Facility Agentresignation, then such the retiring Facility Agent may, on behalf of the BanksLenders, shall appoint a an applicable successor Facility Agent selected from among the Lenders. (which successor Facility Agent shall be a Bank or another 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 $50,000,000). ii) Upon the acceptance of any appointment as a Facility Administrative Agent or Collateral Agent, as the case maybe, hereunder by any a successor Facility Agent, such that successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Facility or removed Agent and the retiring or removed Agent shall promptly (A) in the case of the Administrative Agent, (I) transfer to such successor Administrative Agent all sums held by it under the Credit Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents and (II) take such other actions, as may be necessary or appropriate in connection therewith, whereupon such retiring Facility or removed Administrative Agent shall be discharged from its duties and obligations hereunder and (B) in the case of the Collateral Agent, (I) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under this Agreement. the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents and (II) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunder. (iii) After any retiring Facility or removed Agent's ’s resignation or removal hereunderhereunder as such Agent, the provisions of this Article XII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent hereunder. Any resignation or removal of CNAI or its successor as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute the resignation or removal of CNAI or its successor as Collateral Agent or Administrative Agent, respectively, and any successor Administrative Agent or Collateral Agent, as the case may be, appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent or Administrative Agent, respectively, for all purposes hereunder. (b) The Syndication Agent may resign as Syndication Agent upon 30 days’ notice to the other Facility Agents and the Lenders; provided that upon the effectiveness of such resignation, each reference in this Agreement to the Syndication Agent shall be deemed to be a reference to the Administrative Agent.

Successor Facility Agents. Any Either Facility Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower and may be removed at any time with or without cause by the Majority BanksBorrowers. Upon any such resignation or removalresignation, the Majority Banks Applicable Requisite Lenders shall have the right to appoint a successor to such Applicable Facility Agent. If no successor to such Applicable Facility Agent shall have been so appointed by the Majority BanksApplicable Requisite Lenders, and shall have accepted such appointment, within 30 thirty days after the retiring Applicable Facility Agent's ’s giving of notice of resignation or the Majority Banks' removal of such retiring Facility Agentresignation, then such the retiring Applicable Facility Agent may, on behalf of the BanksLenders, shall appoint a successor Applicable Facility Agent Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrowers (which successor Facility Agent approval may not be unreasonably withheld and shall not be a Bank or another commercial bank organized under required upon the laws occurrence and during the continuance of the United States an Event of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Default). Upon the acceptance of any appointment as a Facility Agent hereunder by any a successor Facility Agent, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Facility Agent, and such the retiring Facility Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After Prior to any retiring Facility Agent's ’s resignation or removal hereunderhereunder as Facility Agent, the provisions retiring Facility Agent shall take such action as may be reasonably necessary to assign to the successor Facility Agent its rights as Facility Agent under the Loan Documents. After such resignation, the retiring Facility Agent shall continue to have the benefit of this Article XII shall inure to its benefit X as to any actions taken or omitted to be taken by it while it was Facility AgentAgent under this Agreement and the other Loan Documents.

Successor Facility Agents. Any Facility Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Banks other Facility Agents, the Lenders and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Majority BanksRequired Lenders. Upon any such resignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Facility Agent as to such of the Facilities as to which such Facility AgentAgent has resigned or been removed, provided that so long as no Default has occurred and is continuing, in the case of a successor Facility Agent that was not prior to such appointment a Lender hereunder, such appointment shall be subject to the approval of the Borrower, such approval not to be unreasonably withheld. If no successor to such Facility Agent shall have been so appointed by the Majority BanksRequired Lenders, and shall have accepted such appointment, within 30 days after the retiring Facility Agent's giving of notice of resignation or the Majority BanksRequired Lenders' removal of such the retiring Facility Agent, then such the retiring Facility Agent may, on behalf of the BanksLenders, shall appoint a successor Facility Agent (Agent, which successor Facility Agent shall be a Bank Lender hereunder or another a commercial bank organized or licensed under the laws of the United States of America States, or of any State thereof thereof, and having a combined capital and surplus of at least $50,000,000)250,000,000, subject to the proviso contained in the immediately preceding sentence. Upon the acceptance of any appointment as a Facility Agent hereunder by any a successor Facility AgentAgent as to all of the Facilities 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 Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Facility Agent, and such the retiring Facility Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Facility Agent's resignation or removal hereunder, the provisions of this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Facility Agent.Loan 109

Successor Facility Agents. Any (a) Each Facility Agent may resign at any time by giving written notice thereof to the Banks Lenders, the Board and the Borrower and may be removed at any time with or cause (or, following the Board's honoring of a demand for payment in accordance with the Board Guarantee, without cause cause) by the Majority BanksBoard. Upon any such resignation or removal, the Majority Banks Borrower shall have the right with the prior written consent of the Board and the Requisite Lenders to appoint a successor to such Facility Agent. If no successor to such Facility Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, appointment within 30 days after the retiring Facility Agent's giving of notice of resignation or the Majority Banks' Board's removal of such retiring Facility Agent, then such retiring Facility Agent on behalf of the Banks, Board and the Requisite Lenders shall have the right to appoint a successor Facility Agent (which who shall be willing to accept such appointment. In any event such successor Facility Agent shall be a Bank or another commercial bank organized under the laws of the United States of America or of any State thereof and having shall have a combined capital and surplus of at least $50,000,000)1,000,000,000. Upon the acceptance of any appointment as a Facility Agent hereunder by any a successor Facility Agent, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Facility Agent, and such the retiring or removed Facility Agent shall be discharged from its duties and obligations as agent under this Agreement or as collateral agent under the Security Agreement, as the case may be. After any retiring Facility Agent's resignation or removal hereunder, hereunder as a Facility Agent the provisions of this Article XII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Facility Agent under this Agreement or the Security Agreement, as the case may be. (b) Any corporation into which either Facility Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which either Facility Agent shall be a party, or any corporation succeeding to the business of either Facility Agent, provided that such corporation is a commercial bank organized under the laws of the United States of America or any State thereof and has a combined capital and surplus of at least $1,000,000,000, shall be the successor of such Facility Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession.

Successor Facility Agents. Any Facility Agent may resign at any time by giving five days' written notice thereof to its related Conduit Lender and Alternate Lender, the Banks Borrower, the Portfolio Administrator, the Trustee and the Borrower and may be removed at any time with or without cause by the Majority BanksEligible Lender Trustee. Upon any such resignation or removalresignation, the Majority Banks related Conduit Lender and Alternate Lender shall have the right to appoint a successor to such Facility AgentAgent approved by the Borrower (which approval will not be unreasonably withheld or delayed). If no successor to such Facility Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 sixty days after the retiring Facility Agent's giving of notice of resignation or the Majority Banks' removal of such retiring Facility Agentresignation, then such the retiring Facility Agent may, on behalf of the Banksrelated Conduit Lender and Alternate Lender, shall appoint a successor Facility Agent. If the successor Facility Agent (which is not an Affiliate of the resigning Facility Agent, such successor Facility Agent shall be a Bank subject to the Borrower's prior written approval (which approval will not be unreasonably withheld or another 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 $50,000,000delayed). Upon the acceptance of any appointment as a Facility Agent hereunder by any a successor Facility Agent, such successor Facility Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Facility Agent, and such the retiring Facility Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Facility Agent's resignation or removal hereunderhereunder as a Facility Agent, the provisions of this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Facility AgentAgent under this Agreement.