Common use of Successor Managing Agent Clause in Contracts

Successor Managing Agent. Any Managing Agent may, upon at least thirty (30) days' notice to the Administrative Agent, the Seller, the Servicer and the Conduit Purchasers and Committed Purchasers in its Purchaser Group, resign as Managing Agent for its Purchaser Group. Such resignation shall not become effective until a successor Managi ng 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 Managing Agent, until a successor Managing Agent is appointed by the Conduit Purchaser(s) in such Purchaser Group (with the consent of Committed Purchasers representing a majority of the Commitments in such Purchaser Group) and has accepted such appointment. If no successor Managing Agent shall have been so appointed within 30 days after the departing Managing Agent's giving of notice of resignation, then the departing Managing Agent may, on behalf of the Purchasers in its Purchaser Group, appoint a successor Managing Agent for such Purchaser Group, which successor Managing 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 Managing Agent for such Purchaser Group hereunder by a successor Managing Agent, such successor Managing Agent shall succeed to and become vested with all the rights and duties of the retiring Managing Agent, and the retiring Managing Agent shall be discharged from its duties and obligations under the Transaction Documents. After any retiring Managing Agent's resignation hereunder, the provisions of Section 6.06, Article X and this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Managing Agent.

Successor Managing Agent. Any Managing Agent may, upon at least thirty (30) days' notice to the Administrative Agent, the Seller, the Servicer and the Conduit Purchasers and Committed Purchasers in its Purchaser Group, resign as Managing Agent for its Purchaser Group. Such resignation shall not become effective until a successor Managi ng Managing 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 Managing Agent, until a successor Managing Agent is appointed by the Conduit Purchaser(s) in such Purchaser Group (with the consent of Committed Purchasers representing a majority of the Commitments in such Purchaser Group) and has accepted such appointment. If no successor Managing Agent shall have been so appointed within 30 days after the departing Managing Agent's giving of notice of resignation, then the departing Managing Agent may, on behalf of the Purchasers in its Purchaser Group, appoint a successor Managing Agent for such Purchaser Group, which successor Managing Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx'x Moody's and shall be either a commercial bank having a combined capital and capixxx xxx surplus of at least $250,000,000 or an Affiliate of such an institution. Upon such acceptance of its appointment as Managing Agent for such Purchaser Group hereunder by a successor Managing Agent, such successor Managing Agent shall succeed to and become vested with all the rights and duties of the retiring Managing Agent, and the retiring Managing Agent shall be discharged from its duties and obligations under the Transaction Documents. After any retiring Managing Agent's resignation hereunder, the provisions of Section 6.06, Article X and this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Managing Agent.

Successor Managing Agent. Any Managing Agent may, upon at least thirty (30) days' ’ notice to the Administrative Agent, the Seller, the Servicer and the Conduit Purchasers and Committed Purchasers in its Purchaser Group, resign as Managing Agent for its Purchaser Group. Such resignation shall not become effective until a successor Managi ng Managing 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 Managing Agent, until a successor Managing Agent is appointed by the Conduit Purchaser(s) in such Purchaser Group (with the consent of Committed Purchasers representing a majority of the Commitments in such Purchaser Group) and has accepted such appointment. If no successor Managing Agent shall have been so appointed within 30 days after the departing Managing Agent's ’s giving of notice of resignation, then the departing Managing Agent may, on behalf of the Purchasers in its Purchaser Group, appoint a successor Managing Agent for such Purchaser Group, which successor Managing 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 Managing Agent for such Purchaser Group hereunder by a successor Managing Agent, such successor Managing Agent shall succeed to and become vested with all the rights and duties of the retiring Managing Agent, and the retiring Managing Agent shall be discharged from its duties and obligations under the Transaction Documents. After any retiring Managing Agent's ’s resignation hereunder, the provisions of Section 6.06, Article X and this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Managing Agent.

Successor Managing Agent. Any The Managing Agent may, and at the ------------------------ request of the Requisite Banks shall, resign as Managing Agent upon at least thirty (30) days' notice to the Administrative Agent, Banks and Borrower. If the Seller, the Servicer and the Conduit Purchasers and Committed Purchasers in its Purchaser Group, Managing Agent shall resign as Managing Agent for its Purchaser Group. Such resignation under this Agreement, the Requisite Banks shall not become effective until a successor Managi ng Agent is appointed in appoint from among 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 Managing Agent, until Banks a successor Managing Agent is appointed for the Banks, which successor Managing Agent shall be approved by the Conduit Purchaser(s) in Borrower (and such Purchaser Group (with the consent of Committed Purchasers representing a majority of the Commitments in such Purchaser Group) and has accepted such appointmentapproval shall not be unreasonably withheld or delayed). If no successor Managing Agent shall have been so is appointed within 30 days after prior to the departing effective date of the resignation of the Managing Agent's giving of notice of resignation, then the departing Managing Agent maymay appoint, on behalf of after consulting with the Purchasers in its Purchaser GroupBanks and the Borrower, appoint a successor Managing Agent for such Purchaser Group, which successor Managing 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 institutionamong the Banks. Upon such the acceptance of its appointment as successor Managing Agent for such Purchaser Group hereunder by a successor Managing Agenthereunder, such successor Managing Agent shall succeed to and become vested with all the rights rights, powers and duties of the retiring Managing Agent and the term "Managing Agent, " shall mean such successor Managing Agent and the retiring Managing Agent's appointment, powers and duties as Managing Agent shall be discharged from its duties and obligations under the Transaction Documentsterminated. After any retiring Managing Agent's resignation hereunderhereunder as Managing Agent, the provisions of Section 6.06, Article X and this Article IX 11, and Sections 12.3, 12.11 ---------- ---- ----- and 12.22, shall inure to its benefit as to any actions taken or omitted to be ----- taken by it while it was Managing Agent under this Agreement. If (a) the Managing Agent has not been paid its agency fees under Section 3.6 or has not --- been reimbursed for any expense reimbursable to it under Section 12.3, in either ---- case for a period of at least one (1) year and (b) no successor Managing Agent has accepted appointment as Managing. Agent by the date which is thirty (30) days following a retiring Managing Agent's notice of resignation, the retiring Managing Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Managing Agent hereunder until such time, if any, as the Requisite Banks appoint a successor Managing Agent as provided for above.

Successor Managing Agent. Any A Managing Agent maymay resign at any time, effective upon at least thirty (30) days' the appointment and acceptance of a successor Managing Agent as provided below, by giving written notice thereof to the Administrative Agent, each Conduit Purchaser, each Alternate Purchaser and the SellerTransferor. Upon any such resignation, the Servicer members of the related Purchaser Group acting jointly shall appoint a successor Managing Agent. Each Conduit Purchaser and the Conduit Purchasers and Committed Purchasers in its each Alternate Purchaser Group, resign as Managing Agent for its Purchaser Group. Such resignation agrees that it shall not become effective until a successor Managi ng Agent is appointed in the manner prescribed by the relevant Asset Purchase Agreement or, in the absence unreasonably withhold or delay its approval of any provisions in such Asset Purchase Agreement providing for the appointment of a successor Managing Agent, until a successor Managing Agent is appointed by the Conduit Purchaser(s) in such Purchaser Group (with the consent of Committed Purchasers representing a majority of the Commitments in such Purchaser Group) and has accepted such appointment. If no such successor Managing Agent shall have been so appointed appointed, and shall have accepted such appointment, within 30 thirty (30) days after the departing retiring Managing Agent's giving of notice of resignation, then the departing retiring Managing Agent may, on behalf of the Conduit Purchasers in its Purchaser Groupand the Alternate Purchasers, appoint a successor Managing Agent for such Purchaser Group, which successor Managing 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 Managing Agent for such Purchaser Group hereunder by a successor Managing Agent, such successor Managing Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Managing Agent, and the retiring Managing Agent shall be discharged from its duties and obligations under the Transaction Documentsthis Agreement. After any retiring Managing Agent's resignation hereunderhereunder as Managing Agent, the provisions of Section 6.06, Article X and this Article IX VII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was a Managing AgentAgent under this Agreement. The successor Managing Agent shall promptly notify the Transferor, the Servicer and the Trustee of its appointment hereunder.