Common use of Successor Funding Agent Clause in Contracts

Successor Funding Agent. Any Funding Agent may, upon at least thirty (30) days' notice to the Administrative Agent, the Borrower, the Collection Agent and the Conduit Lenders and Committed Lenders in its Lender Group, resign as Funding Agent for its Lender Group. Such resignation shall not become effective until a successor Funding Agent is appointed in the manner prescribed by the relevant Asset Purchase Agreement or, in the absence of any provisions in such Asset Purchase Agreement providing for the appointment of a successor Funding Agent, until a successor Funding Agent is appointed by the Conduit Lender(s) in such Lender Group (with the consent of Committed Lenders representing a majority of the Commitments in such Lender Group) and has accepted such appointment. If no successor Funding Agent shall have been so appointed within 30 days after the departing Funding Agent's giving of notice of resignation, then the departing Funding Agent may, on behalf of the Lenders in its Lender Group, appoint a successor Funding Agent for such Lender Group, which successor Funding Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx'x and shall be either a commercial bank having a combined capital and surplus of at least $250,000,000 or an Affiliate of such an institution. Upon such acceptance of its appointment as Funding Agent for such Lender Group hereunder by a successor Funding Agent, such successor Funding Agent shall succeed to and become vested with all the rights and duties of the retiring Funding Agent, and the retiring Funding Agent shall be discharged from any further duties and obligations under the Transaction Documents. After any retiring Funding Agent's resignation hereunder, the provisions of Section 2.6 of the Servicing Agreement and Article X and this Article IX of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Funding Agent.

Successor Funding Agent. Any successor Funding Agent mayappointed as provided in this Article XIVA shall execute, upon at least thirty acknowledge and deliver to the Borrower, the Servicer, the Administrative Agent and to its predecessor Funding Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Funding Agent shall become effective and such successor Funding Agent, without any further act, deed or conveyance (30) days' notice to except as provided below), shall become fully vested with all the rights, power, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Funding Agent; but, on request of the Borrower, the Servicer, the Administrative Agent, or the Borrower, the Collection Agent and the Conduit Lenders and Committed Lenders in its Lender Group, resign as Funding Agent for its Lender Group. Such resignation shall not become effective until a successor Funding Agent is appointed in the manner prescribed by the relevant Asset Purchase Agreement or, in the absence of any provisions in such Asset Purchase Agreement providing for the appointment of a successor Funding Agent, until a successor Funding Agent is appointed by the Conduit Lender(s) in such Lender Group (with the consent of Committed Lenders representing a majority of the Commitments in such Lender Group) and has accepted such appointment. If no successor Funding Agent shall have been so appointed within 30 days after the departing Funding Agent's giving of notice of resignation, then the departing Funding Agent may, on behalf of the Lenders in its Lender Group, appoint a successor Funding Agent for such Lender Group, which successor Funding Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx'x and shall be either a commercial bank having a combined capital and surplus of at least $250,000,000 or an Affiliate of such an institution. Upon such acceptance of its appointment as Funding Agent for such Lender Group hereunder by a successor Funding Agent, such predecessor Funding Agent shall, upon payment of its expenses then unpaid, execute and deliver an instrument transferring to such successor Funding Agent all of the rights, powers and trusts of the Funding Agent so ceasing to act, and shall duly assign, transfer and deliver to such successor Funding Agent all property and money held by such Funding Agent so ceasing to act hereunder for the benefit of the Class A Lenders in its Funding Group. Upon request of any such successor Funding Agent, the Borrower shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Funding Agent all such rights, powers and trusts. The predecessor Funding Agent shall deliver to the successor Funding Agent all documents and statements held by it under this Agreement or any Transaction Document; and the predecessor Funding Agent and the other parties to the Transaction Documents shall amend any Transaction Document to make the successor Funding Agent the successor to the predecessor Funding Agent thereunder; and the Borrower, the Servicer, the Administrative Agent and the predecessor Funding Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Funding Agent all such rights, powers, duties and obligations. No successor Funding Agent shall succeed to and become vested with all accept its appointment as provided in this Section 14A.9 unless at the rights and duties time of the retiring Funding Agent, and the retiring such acceptance such successor Funding Agent shall be discharged from any further duties and obligations eligible under the Transaction Documents. After any retiring Funding Agent's resignation hereunder, the provisions of Section 2.6 14A.10. Upon acceptance of appointment by a successor Funding Agent as provided in this Section 14A.9, the Borrower shall mail notice by first-class mail of the Servicing Agreement appointment of such successor Funding Agent and Article X and this Article IX the address of the successor Funding Agent’s corporate trust office under this Agreement shall inure to its benefit all Class A Lenders at their addresses as shown in the Note Register or if no Note Register is required to be maintained with respect to any actions taken Class A Lender pursuant to Section 15.5(b), such other address or omitted such other address as shall be maintained for such Class A Lender by the applicable Funding Agent. If the Borrower fails to mail such notice within ten (10) days after acceptance of appointment by the successor Funding Agent, the successor Funding Agent shall cause such notice to be taken by it while it was a Funding Agentmailed at the expense of the Borrower.

Successor Funding Agent. Any A Funding Agent maymay resign at any time, effective upon at least thirty (30) days' the appointment and acceptance of a successor Funding Agent as provided below, by giving written notice thereof to the Administrative Agent, the Borrowereach Conduit Purchaser, each Committed Purchaser, the Collection Agent Seller and the Conduit Lenders and Committed Lenders in its Lender GroupServicer. Upon any such resignation, resign as Funding Agent for its Lender Group. Such resignation the members of the related Purchaser Group acting jointly shall not become effective until appoint a successor Funding Agent is appointed in the manner prescribed by the relevant Asset Purchase Agreement or, in the absence Agent. Each Conduit Purchaser and each Committed Purchaser agrees that it shall not unreasonably withhold or delay its approval of any provisions in such Asset Purchase Agreement providing for the appointment of a successor Funding Agent, until a successor Funding Agent is appointed by the Conduit Lender(s) in such Lender Group (with the consent of Committed Lenders representing a majority of the Commitments in such Lender Group) and has accepted such appointment. If no such successor Funding Agent shall have been so appointed appointed, and shall have accepted such appointment, within 30 thirty (30) days after the departing retiring Funding Agent's giving of notice of resignation, then the departing retiring Funding Agent may, on behalf of the Lenders in its Lender GroupConduit Purchasers and the Committed Purchasers, appoint a successor Funding Agent for such Lender Group, which successor Funding Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx'x and shall be either (i) a commercial bank organized 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 50,000,000 or (ii) an Affiliate of such an institutiona bank. Upon such the acceptance of its any appointment as Funding Agent for such Lender Group hereunder by a successor Funding Agent, such successor Funding Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Funding Agent, and the retiring Funding Agent shall be discharged from any further its duties and obligations under the Transaction Documentsthis Agreement. After any retiring Funding Agent's resignation hereunderhereunder as Funding Agent, the provisions of Section 2.6 of the Servicing Agreement and Article X and this Article IX of this Agreement VII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was a Funding AgentAgent under this Agreement. The successor Funding Agent shall promptly notify the Seller and the Servicer of its appointment hereunder.

Successor Funding Agent. Any The Funding Agent may, upon at least thirty (30) days' notice to the Administrative Agent, the Borrower, the Collection Agent and the Conduit Lenders and Committed Lenders in its Lender Group, may resign as Funding Agent for its Lender Group. Such resignation shall not become effective until a successor Funding Agent is appointed in upon 30 days' written notice to the manner prescribed by Lenders and the relevant Asset Purchase Agreement or, in the absence of any provisions in such Asset Purchase Agreement providing for the appointment of a successor Funding Agent, until a successor Funding Agent is appointed by the Conduit Lender(s) in such Lender Group (with the consent of Committed Lenders representing a majority of the Commitments in such Lender Group) and has accepted such appointmentBorrower. If no successor the Funding Agent shall have been so appointed within 30 days after resign as Funding Agent under this Agreement and the departing Funding Agent's giving of notice of resignationother Loan Documents, then the departing Funding Agent may, on behalf of Required Lenders shall appoint from among the Lenders in its Lender Group, appoint a successor Funding Agent agent for such Lender Groupthe Lenders, which successor Funding Agent agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have short-term debt ratings of at least A-1 from S&P occurred and P-1 from Xxxxx'x and be continuing) be subject to approval by the Borrower (which approval shall not be either a commercial bank having a combined capital and surplus of at least $250,000,000 unreasonably withheld or an Affiliate of such an institution. Upon such acceptance of its appointment as Funding Agent for such Lender Group hereunder by a successor Funding Agentdelayed), whereupon such successor Funding Agent agent shall succeed to and become vested with all the rights rights, powers and duties of the retiring Funding Agent, and the retiring term "Funding Agent" shall mean such successor agent effective upon such appointment and approval, and the former Funding Agent's rights, powers and duties as Funding Agent shall be discharged from terminated, without any other or further act or deed on the part of such former Funding Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Funding Agent by the date that is 30 days following a retiring Funding Agent's notice of resignation, the retiring Funding Agent's resignation shall nevertheless thereupon become effective and the other Administrative Agent or, in the case of any resignation of such other Administrative Agent in its capacity as Funding Agent (which shall also be subject to the 30 day notice requirement described above), the Lenders, shall assume and perform all of the duties and obligations under of the Transaction DocumentsFunding Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Funding Agent's resignation hereunderas Funding Agent, the provisions of this Section 2.6 of the Servicing Agreement and Article X and this Article IX of this Agreement 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Funding AgentAgent under this Agreement and the other Loan Documents.

Successor Funding Agent. Any successor Funding Agent mayappointed as provided in this Article XIVA shall execute, upon at least thirty acknowledge and deliver to the Borrower, the Service Providers, the Administrative Agent and to its predecessor Funding Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Funding Agent shall become effective and such successor Funding Agent, without any further act, deed or conveyance (30) days' notice to except as provided below), shall become fully vested with all the rights, power, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Funding Agent; but, on request of the Borrower, a Service Provider, the Administrative Agent, or the Borrower, the Collection Agent and the Conduit Lenders and Committed Lenders in its Lender Group, resign as Funding Agent for its Lender Group. Such resignation shall not become effective until a successor Funding Agent is appointed in the manner prescribed by the relevant Asset Purchase Agreement or, in the absence of any provisions in such Asset Purchase Agreement providing for the appointment of a successor Funding Agent, until a such predecessor Funding Agent shall, upon payment of its expenses then unpaid, execute and deliver an instrument transferring to such successor Funding Agent is appointed by the Conduit Lender(s) in such Lender Group (with the consent of Committed Lenders representing a majority all of the Commitments in rights, powers and trusts of the Funding Agent so ceasing to act, and shall duly assign, transfer and deliver to such Lender Group) and has accepted such appointment. If no successor Funding Agent shall have been so appointed within 30 days after the departing Funding Agent's giving of notice of resignation, then the departing all property and money held by such Funding Agent may, on behalf so ceasing to act hereunder for the benefit of the Lenders in its Lender Funding Group. Upon request of any such successor Funding Agent, appoint a the Borrower shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Funding Agent all such rights, powers and trusts. The predecessor Funding Agent shall deliver to the successor Funding Agent all documents and statements held by it under this Agreement or any Transaction Document; and the predecessor Funding Agent and the other parties to the Transaction Documents shall amend any Transaction Document to make the successor Funding Agent the successor to the predecessor Funding Agent thereunder; and the Borrower, the Service Providers, the Administrative Agent and the predecessor Funding Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Funding Agent all such Lender Grouprights, which powers, duties and obligations. No successor Funding Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx'x and shall be either a commercial bank having a combined capital and surplus of at least $250,000,000 or an Affiliate of such an institution. Upon such acceptance of accept its appointment as Funding Agent for provided in this Section 14A.9 unless at the time of such Lender Group hereunder by a successor Funding Agent, acceptance such successor Funding Agent shall succeed to and become vested with all the rights and duties of the retiring Funding Agent, and the retiring Funding Agent shall be discharged from any further duties and obligations eligible under the Transaction Documents. After any retiring Funding Agent's resignation hereunder, the provisions of Section 2.6 14A.10. Upon acceptance of appointment by a successor Funding Agent as provided in this Section 14A.9, the Borrower shall mail notice by first-class mail of the Servicing Agreement appointment of such successor Funding Agent and Article X and this Article IX the address of the successor Funding Agent’s corporate trust office under this Agreement shall inure to its benefit all Lenders at their addresses as shown in the Note Register or if no Note Register is required to be maintained with respect to any actions taken Lender pursuant to Section 15.5(b), such other address or omitted such other address as shall be maintained for such Lender by the applicable Funding Agent. If the Borrower fails to mail such notice within ten (10) days after acceptance of appointment by the successor Funding Agent, the successor Funding Agent shall cause such notice to be taken by it while it was a Funding Agent.mailed at the expense of the Borrower. 161

Successor Funding Agent. Any successor Funding Agent mayappointed as provided in this Article XIVA shall execute, upon at least thirty acknowledge and deliver to the Borrower, the Service Providers, the Administrative Agent and to its predecessor Funding Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Funding Agent shall become effective and such successor Funding Agent, without any further act, deed or conveyance (30) days' notice to except as provided below), shall become fully vested with all the rights, power, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Funding Agent; but, on request of the Borrower, a Service Provider, the Administrative Agent, or the Borrower, the Collection Agent and the Conduit Lenders and Committed Lenders in its Lender Group, resign as Funding Agent for its Lender Group. Such resignation shall not become effective until a successor Funding Agent is appointed in the manner prescribed by the relevant Asset Purchase Agreement or, in the absence of any provisions in such Asset Purchase Agreement providing for the appointment of a successor Funding Agent, until a such predecessor Funding Agent shall, upon payment of its expenses then unpaid, execute and deliver an instrument transferring to such successor Funding Agent is appointed by the Conduit Lender(s) in such Lender Group (with the consent of Committed Lenders representing a majority all of the Commitments in rights, powers and trusts of the Funding Agent so ceasing to act, and shall duly assign, transfer and deliver to such Lender Group) and has accepted such appointment. If no successor Funding Agent shall have been so appointed within 30 days after the departing Funding Agent's giving of notice of resignation, then the departing all property and money held by such Funding Agent may, on behalf so ceasing to act hereunder for the benefit of the Lenders in its Lender Funding Group. Upon request of any such successor Funding Agent, appoint a the Borrower shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Funding Agent all such rights, powers and trusts. The predecessor Funding Agent shall deliver to the successor Funding Agent all documents and statements held by it under this Agreement or any Transaction Document; and the predecessor Funding Agent and the other parties to the Transaction Documents shall amend any Transaction Document to make the successor Funding Agent the successor to the predecessor Funding Agent thereunder; and the Borrower, the Service Providers, the Administrative Agent and the predecessor Funding Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Funding Agent all such Lender Grouprights, which powers, duties and obligations. No successor Funding Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx'x and shall be either a commercial bank having a combined capital and surplus of at least $250,000,000 or an Affiliate of such an institution. Upon such acceptance of accept its appointment as Funding Agent for provided in this Section 14A.9 unless at the time of such Lender Group hereunder by a successor Funding Agent, acceptance such successor Funding Agent shall succeed to and become vested with all the rights and duties of the retiring Funding Agent, and the retiring Funding Agent shall be discharged from any further duties and obligations eligible under the Transaction Documents. After any retiring Funding Agent's resignation hereunder, the provisions of Section 2.6 14A.10. Upon acceptance of appointment by a successor Funding Agent as provided in this Section 14A.9, the Borrower shall mail notice by first-class mail of the Servicing Agreement appointment of such successor Funding Agent and Article X and this Article IX the address of the successor Funding Agent’s corporate trust office under this Agreement shall inure to its benefit all Lenders at their addresses as shown in the Note Register or if no Note Register is required to be maintained with respect to any actions taken Lender pursuant to Section 15.5(b), such other address or omitted such other address as shall be maintained for such Lender by the applicable Funding Agent. If the Borrower fails to mail such notice within ten (10) days after acceptance of appointment by the successor Funding Agent, the successor Funding Agent shall cause such notice to be taken by it while it was a Funding Agent.mailed at the expense of the Borrower. 153

Successor Funding Agent. Any Funding Agent may, upon at least thirty (30) days' written notice to the Administrative Agent, the Borrower, the Collection Agent Servicer and the Conduit Lenders and Committed Lenders in its Lender Group, resign as Funding Agent for its Lender Group. Such Except as provided below, such resignation shall not become effective until a successor Funding Agent is has been appointed in the manner prescribed by the relevant Asset Purchase Agreement Program Support Agreements or, in the absence of any provisions in such Asset Purchase Agreement Program Support Agreements providing for the appointment of a successor Funding Agent, until a successor Funding Agent is appointed by the Conduit Lender(s) in such Lender Group (with the consent of Committed Lenders representing a majority of the Commitments in such Lender Group) Group and has accepted such appointment. If no successor Funding Agent shall have been so appointed within 30 days after the departing Funding Agent's ’s giving of notice of resignation, then the departing Funding Agent may, on behalf of the Lenders in its Lender Group, may appoint a successor Funding Agent for such Lender Group, which successor Funding Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx'x Xxxxx’x and shall be either a commercial bank having a combined capital and surplus of at least $250,000,000 or an Affiliate of such an institution. Upon such acceptance of its appointment as Funding Agent for such Lender Group hereunder by a successor Funding Agent, such successor Funding Agent shall succeed to and become vested with all the rights and duties of the retiring Funding Agent, and the retiring Funding Agent shall be discharged from any further duties and obligations under the Transaction Documents. After any retiring Funding Agent's ’s resignation hereunder, the provisions of Section Clause 2.6 (Indemnities by Servicer) of the Servicing Agreement and Article X Clause 10 (Indemnities by the Borrower) and this Article IX of this Agreement Clause 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Funding Agent.