Common use of Successor Purchaser’s Agent Clause in Contracts

Successor Purchaser’s Agent. (a) The Purchasers' Agent may resign at any time by giving sixty days' written notice thereof to the Purchasers, the Seller, AFL, the Servicer and the Owner Trustee. Upon any such resignation, a majority of the Purchasers shall have the right to appoint a successor Purchasers' Agent approved by AFL (which approval will not be unreasonably withheld or delayed). If no successor Purchasers' Agent shall have been so appointed by a majority of the Purchasers and shall have accepted such appointment, within sixty days after the retiring Purchasers' Agent's giving of notice or resignation, then the retiring Purchasers' Agent may, on behalf of Purchasers, appoint a successor Purchasers' Agent approved by AFL (which approval will not be unreasonably withheld or delayed), which successor Purchasers' Agent shall be (a) either (i) a commercial bank having a combined capital and surplus of at least $250,000,000, (ii) an Affiliate of such bank, or (iii) an Affiliate of Xxxxxx Guaranty Trust Company of New York and (b) experienced in the types of transactions contemplated by this Certificate Purchase Agreement. Upon the acceptance of any appointment as Purchasers' Agent hereunder by a successor Purchasers' Agent, such successor Purchasers' Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Purchasers' Agent, and the retiring Purchasers' Agent shall be discharged from its duties and obligations under this Certificate Purchase Agreement. After any retiring Purchasers' Agent's resignation or removal hereunder as Purchasers' 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 Purchasers' Agent under this Certificate Purchase Agreement.

Successor Purchaser’s Agent. (a) The Purchasers' Purchaser’s Agent may resign at any time by giving sixty days' ’ written notice thereof to the PurchasersSheffield Owners, the Seller, AFLIssuer, the Servicer and the Owner Indenture Trustee. Upon any such resignation, a majority of the Purchasers Sheffield Owners shall have the right to appoint a successor Purchasers' Purchaser’s Agent approved by AFL the Issuer (which approval will not be unreasonably withheld or delayed). If no successor Purchasers' Purchaser’s Agent shall have been so appointed by a majority of the Purchasers Sheffield Owners and shall have accepted such appointment, within sixty days after the retiring Purchasers' Purchaser’s Agent's ’s giving of notice or resignation, then the retiring Purchasers' Purchaser’s Agent may, on behalf of Purchasers, the Sheffield Owners appoint a successor Purchasers' Purchaser’s Agent. If such successor Purchaser’s Agent approved by AFL (which approval will is not be unreasonably withheld or delayed)an Affiliate of Barclays Bank PLC, which such successor Purchasers' Purchaser’s Agent shall be (a) either (i) a commercial bank having a combined capital and surplus of at least $250,000,000, (ii) an Affiliate of such bank, or (iii) an Affiliate of Xxxxxx Guaranty Trust Company of New York and (b) experienced in subject to the types of transactions contemplated by this Certificate Purchase AgreementIssuer’s prior written consent. Upon the acceptance of any appointment as Purchasers' Purchaser’s Agent hereunder by a successor Purchasers' Purchaser’s Agent, such successor Purchasers' Purchaser’s Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Purchasers' Purchaser’s Agent, and the retiring Purchasers' Purchaser’s Agent shall be discharged from its duties and obligations under this Certificate Subclass A-2 Note Purchase Agreement. After any retiring Purchasers' Purchaser’s Agent's ’s resignation or removal hereunder as Purchasers' Purchaser’s 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 an Purchasers' Purchaser’s Agent under this Certificate Subclass A-2 Note Purchase Agreement.

Successor Purchaser’s Agent. (a) The Purchasers' Purchaser’s Agent may resign at any time by giving sixty days' ’ written notice thereof to the PurchasersOwners, the Seller, AFLIssuer, the Servicer and the Owner Indenture Trustee. Upon any such resignation, a majority of the Purchasers Owners shall have the right to appoint a successor Purchasers' Purchaser’s Agent approved by AFL the Issuer (which approval will not be unreasonably withheld or delayed). If no successor Purchasers' Purchaser’s Agent shall have been so appointed by a majority of the Purchasers Owners and shall have accepted such appointment, within sixty days after the retiring Purchasers' Purchaser’s Agent's ’s giving of notice or resignation, then the retiring Purchasers' Purchaser’s Agent may, on behalf of Purchasers, the Owners appoint a successor Purchasers' Purchaser’s Agent. If such successor Purchaser’s Agent approved by AFL (which approval will is not be unreasonably withheld or delayed)an Affiliate of Barclays Bank PLC, which such successor Purchasers' Purchaser’s Agent shall be (a) either (i) a commercial bank having a combined capital and surplus of at least $250,000,000, (ii) an Affiliate of such bank, or (iii) an Affiliate of Xxxxxx Guaranty Trust Company of New York and (b) experienced in subject to the types of transactions contemplated by this Certificate Purchase AgreementIssuer’s prior written consent. Upon the acceptance of any appointment as Purchasers' Purchaser’s Agent hereunder by a successor Purchasers' Purchaser’s Agent, such successor Purchasers' Purchaser’s Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Purchasers' Purchaser’s Agent, and the retiring Purchasers' Purchaser’s Agent shall be discharged from its duties and obligations under this Certificate Subclass B-2 Note Purchase Agreement. After any retiring Purchasers' Purchaser’s Agent's ’s resignation or removal hereunder as Purchasers' Purchaser’s 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 an Purchasers' Purchaser’s Agent under this Certificate Subclass B-2 Note Purchase Agreement.

Successor Purchaser’s Agent. (a) The Purchasers' ’ Agent may resign at any time by giving sixty days' ’ written notice thereof to the PurchasersOwners, the Seller, AFLIssuer, the Servicer and the Owner Indenture Trustee. Upon any such resignation, a majority of the Purchasers Owners shall have the right to appoint a successor Purchasers' ’ Agent approved by AFL the Issuer (which approval will not be unreasonably withheld or delayed). If no successor Purchasers' ’ Agent shall have been so appointed by a majority of the Purchasers Owners and shall have accepted such appointment, within sixty days after the retiring Purchasers' ’ Agent's ’s giving of notice or resignation, then the retiring Purchasers' ’ Agent may, on behalf of Purchasers, the Owners appoint a successor Purchasers' Agent approved by AFL (which approval will not be unreasonably withheld or delayed), which ’ Agent. If such successor Purchasers' ’ Agent is not an Affiliate of Barclays Bank PLC, such successor Purchasers’ Agent shall be (a) either (i) a commercial bank having a combined capital and surplus of at least $250,000,000, (ii) an Affiliate of such bank, or (iii) an Affiliate of Xxxxxx Guaranty Trust Company of New York and (b) experienced in subject to the types of transactions contemplated by this Certificate Purchase AgreementIssuer’s prior written consent. Upon the acceptance of any appointment as Purchasers' ’ Agent hereunder by a successor Purchasers' ’ Agent, such successor Purchasers' ’ Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Purchasers' ’ Agent, and the retiring Purchasers' ’ Agent shall be discharged from its duties and obligations under this Certificate Subclass B-1 Note Purchase Agreement. After any retiring Purchasers' ’ Agent's ’s resignation or removal hereunder as Purchasers' ’ 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 an Purchasers' ’ Agent under this Certificate Subclass B-1 Note Purchase Agreement.

Successor Purchaser’s Agent. (a) The Purchasers' ’ Agent may resign at any time by giving sixty days' ’ written notice thereof to the PurchasersOwners, the Seller, AFLIssuer, the Servicer and the Owner Indenture Trustee. Upon any such resignation, a majority of the Purchasers Owners shall have the right to appoint a successor Purchasers' ’ Agent approved by AFL the Issuer (which approval will not be unreasonably withheld or delayed). If no successor Purchasers' ’ Agent shall have been so appointed by a majority of the Purchasers Owners and shall have accepted such appointment, within sixty days after the retiring Purchasers' ’ Agent's ’s giving of notice or resignation, then the retiring Purchasers' ’ Agent may, on behalf of Purchasers, the Owners appoint a successor Purchasers' Agent approved by AFL (which approval will not be unreasonably withheld or delayed), which ’ Agent. If such successor Purchasers' ’ Agent is not an Affiliate of Barclays Bank PLC, such successor Purchasers’ Agent shall be (a) either (i) a commercial bank having a combined capital and surplus of at least $250,000,000, (ii) an Affiliate of such bank, or (iii) an Affiliate of Xxxxxx Guaranty Trust Company of New York and (b) experienced in subject to the types of transactions contemplated by this Certificate Purchase AgreementIssuer’s prior written consent. Upon the acceptance of any appointment as Purchasers' ’ Agent hereunder by a successor Purchasers' ’ Agent, such successor Purchasers' ’ Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Purchasers' ’ Agent, and the retiring Purchasers' ’ Agent shall be discharged from its duties and obligations under this Certificate Class B Note Purchase Agreement. After any retiring Purchasers' ’ Agent's ’s resignation or removal hereunder as Purchasers' ’ 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 an Purchasers' ’ Agent under this Certificate Class B Note Purchase Agreement.

Successor Purchaser’s Agent. (a) The Purchasers' Purchaser’s Agent may resign at any time by giving sixty days' ’ written notice thereof to the PurchasersSheffield Owners, the Seller, AFLIssuer, the Servicer and the Owner Indenture Trustee. Upon any such resignation, a majority of the Purchasers Sheffield Owners shall have the right to appoint a successor Purchasers' Purchaser’s Agent approved by AFL the Issuer (which approval will not be unreasonably withheld or delayed). If no successor Purchasers' Purchaser’s Agent shall have been so appointed by a majority of the Purchasers Sheffield Owners and shall have accepted such appointment, within sixty days after the retiring Purchasers' Purchaser’s Agent's ’s giving of notice or resignation, then the retiring Purchasers' Purchaser’s Agent may, on behalf of Purchasers, the Sheffield Owners appoint a successor Purchasers' Purchaser’s Agent. If such successor Purchaser’s Agent approved by AFL (which approval will is not be unreasonably withheld or delayed)an Affiliate of Barclays Bank PLC, which such successor Purchasers' Purchaser’s Agent shall be (a) either (i) a commercial bank having a combined capital and surplus of at least $250,000,000, (ii) an Affiliate of such bank, or (iii) an Affiliate of Xxxxxx Guaranty Trust Company of New York and (b) experienced in subject to the types of transactions contemplated by this Certificate Purchase AgreementIssuer’s prior written consent. Upon the acceptance of any appointment as Purchasers' Purchaser’s Agent hereunder by a successor Purchasers' Purchaser’s Agent, such successor Purchasers' Purchaser’s Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Purchasers' Purchaser’s Agent, and the retiring Purchasers' Purchaser’s Agent shall be discharged from its duties and obligations under this Certificate Class A Note Purchase Agreement. After any retiring Purchasers' Purchaser’s Agent's ’s resignation or removal hereunder as Purchasers' Purchaser’s 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 an Purchasers' Purchaser’s Agent under this Certificate Class A Note Purchase Agreement.

Successor Purchaser’s Agent. (a) The Purchasers' Purchaser’s Agent may resign at any time by giving sixty days' ’ written notice thereof to the PurchasersSheffield Owners, the Seller, AFLIssuer, the Servicer and the Owner Indenture Trustee. Upon any such resignation, a majority of the Purchasers Sheffield Owners shall have the right to appoint a successor Purchasers' Purchaser’s Agent approved by AFL the Issuer (which approval will not be unreasonably withheld or delayed). If no successor Purchasers' Purchaser’s Agent shall have been so appointed by a majority of the Purchasers Sheffield Owners and shall have accepted such appointment, within sixty days after the retiring Purchasers' Purchaser’s Agent's ’s giving of notice or resignation, then the retiring Purchasers' Purchaser’s Agent may, on behalf of Purchasers, the Sheffield Owners appoint a successor Purchasers' Purchaser’s Agent. If such successor Purchaser’s Agent approved by AFL (which approval will is not be unreasonably withheld or delayed)an Affiliate of Barclays Bank PLC, which such successor Purchasers' Purchaser’s Agent shall be (a) either (i) a commercial bank having a combined capital and surplus of at least $250,000,000, (ii) an Affiliate of such bank, or (iii) an Affiliate of Xxxxxx Guaranty Trust Company of New York and (b) experienced in subject to the types of transactions contemplated by this Certificate Purchase AgreementIssuer’s prior written consent. Upon the acceptance of any appointment as Purchasers' Purchaser’s Agent hereunder by a successor Purchasers' Purchaser’s Agent, such successor Purchasers' Purchaser’s Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Purchasers' Purchaser’s Agent, and the retiring Purchasers' Purchaser’s Agent shall be discharged from its duties and obligations under this Certificate Subclass A-1 Note Purchase Agreement. After any retiring Purchasers' Purchaser’s Agent's ’s resignation or removal hereunder as Purchasers' Purchaser’s 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 an Purchasers' Purchaser’s Agent under this Certificate Subclass A-1 Note Purchase Agreement.