Common use of Successor Facility Agents Clause in Contracts

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 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 Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Facility Agent as to such of the Facilities as to which such Facility Agent 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 Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Facility Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Facility Agent, then the retiring Facility Agent may, on behalf of the Lenders, appoint a successor Facility Agent, which shall be a Lender hereunder or a commercial bank organized or licensed under the laws of the United States, or of any State thereof, and having a combined capital and surplus of at least $250,000,000, subject to the proviso contained in the immediately preceding sentence. Upon the acceptance of any appointment as Facility Agent hereunder by a successor Facility Agent 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 succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Facility Agent, and the retiring Facility Agent shall be discharged from its duties and obligations under the Loan 109

Successor Facility Agents. Any (a) Each Facility Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the other Facility AgentsLenders, the Lenders Board and the Borrower and may be removed as to all of the Facilities 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 Required LendersBoard. Upon any such resignation or removal, the Required Lenders Borrower shall have the right with the prior written consent of the Board and the Requisite Lenders to appoint a successor Facility Agent as to such of the Facilities as to which such Facility Agent 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 withheldAgent. If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, appointment within 30 days after the retiring Facility Agent's giving of notice of resignation or the Required Lenders' Board's removal of the retiring such Facility Agent, then the retiring Facility Agent may, on behalf of Board and the Lenders, Requisite Lenders shall have the right to appoint a successor Facility Agent, which Agent who shall be a Lender hereunder or willing to accept such appointment. In any event such successor Facility Agent shall be a commercial bank organized or licensed under the laws of the United States, States of America or of any State thereof, thereof and having shall have a combined capital and surplus of at least $250,000,000, subject to the proviso contained in the immediately preceding sentence500,000,000. Upon the acceptance of any appointment as a Facility Agent hereunder by a successor Facility Agent 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 DocumentsAgent, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring or removed Facility Agent, and 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 Loan 109Security Agreement, as the case may be. After any Facility Agent's resignation or removal hereunder as a Facility Agent the provisions of this 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 as to any or all of the Facilities at any time by giving written notice thereof to the other Facility AgentsLenders, the Lenders Board and the Borrower and may be removed as to all of the Facilities 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 Required LendersRequisite 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 Required Lenders Borrower shall have the right with the prior written consent of the Board, the Requisite Lenders and the Supplemental Guarantor to appoint a successor Facility Agent as to such of the Facilities as to which such Facility Agent 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 withheldAgent. If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, appointment within 30 days after the retiring Facility Agent's giving of notice of resignation or the Required Lenders' Board's removal of the retiring such Facility Agent, then the retiring Facility Agent mayBoard, on behalf of the Lenders, Requisite Lenders and the Supplemental Guarantor shall have the right to appoint a successor Facility Agent, which Agent who shall be a Lender hereunder or willing to accept such appointment. In any event such successor Facility Agent shall be a commercial bank organized or licensed under the laws of the United States, States of America or of any State thereof, thereof and having shall have a combined capital and surplus of at least $250,000,000, subject to the proviso contained in the immediately preceding sentence1,000,000,000. Upon the acceptance of any appointment as a Facility Agent hereunder by a successor Facility Agent 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 DocumentsAgent, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring resigning or removed Facility Agent, and the retiring 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 109Document, 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 Facility Agent's resignation or removal hereunder as a Facility Agent the provisions of this 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 any Security Document, as the case may be.

Successor Facility Agents. Any (a) Each Facility Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the other Facility AgentsLenders, the Lenders Board and the Borrower and may be removed as to all of the Facilities 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 Required LendersBoard. Upon any such resignation or removal, the Required Lenders Borrower shall have the right with the prior written consent of the Board and the Requisite Lenders to appoint a successor Facility Agent as to such of the Facilities as to which such Facility Agent 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 withheldAgent. If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, appointment within 30 days after the retiring Facility Agent's giving of notice of resignation or the Required Lenders' Board's removal of the retiring such Facility Agent, then the retiring Facility Agent may, on behalf of Board and the Lenders, Requisite Lenders shall have the right to appoint a successor Facility Agent, which Agent who shall be a Lender hereunder or willing to accept such appointment. In any event such successor Facility Agent shall be a commercial bank organized or licensed under the laws of the United States, States of America or of any State thereof, thereof and having shall have a combined capital and surplus of at least $250,000,000, subject to the proviso contained in the immediately preceding sentence1,000,000,000. Upon the acceptance of any appointment as a Facility Agent hereunder by a successor Facility Agent 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 DocumentsAgent, such successor Facility Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring or removed Facility Agent, and 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 Loan 109Security Agreement, as the case may be. After any Facility Agent's resignation or removal hereunder as a Facility Agent the provisions of this 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.