Common use of Term of Agreement; Resignation and Removal of Administrative Agent Clause in Contracts

Term of Agreement; Resignation and Removal of Administrative Agent. (a) This Agreement shall continue in force until all of the Outstanding Obligations under the Indenture are paid in full, upon which event this Agreement shall automatically terminate. (b) The Administrative Agent may resign its duties hereunder by providing each of the Issuer, the Servicer and the Indenture Trustee with at least 60 days’ prior written notice. (c) The Indenture Trustee, acting at the written direction of the Requisite Global Majority, or of the Issuer, may remove the Administrative Agent immediately upon written notice of termination to the Administrative Agent (with a copy to each of the Issuer and the Servicer) if any of the following events shall occur: (i) the Administrative Agent shall default in any material respect the performance of any of its duties under this Agreement which failure continues unremedied for a period of fifteen (15) days after the receipt by the Administrative Agent of written notice thereof specifying with reasonable detail the default; (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrative Agent in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrative Agent or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrative Agent shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrative Agent or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. (d) No resignation or removal of the Administrative Agent pursuant to this Section 11 shall be effective until (i) a successor Administrative Agent shall have been appointed by the Requisite Global Majority (which successor shall also be reasonably acceptable to the Issuer) and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrative Agent is bound hereunder or as otherwise approved by the Requisite Global Majority. A copy of any such appointment and the agreement executed by such successor Administrative Agent shall be promptly sent to each of the Issuer, the Servicer and the Indenture Trustee.

Term of Agreement; Resignation and Removal of Administrative Agent. (a) This Agreement shall continue in force until all of the Outstanding Obligations under the Indenture are paid in full, upon which event this Agreement shall automatically terminate. (b) The Administrative Agent may resign its duties hereunder by providing each of the Issuer, the Servicer and the Indenture Trustee with at least 60 days’ ' prior written notice. -------------------- * This redacted material has been omitted pursuant to a request for confidential treatment and the material has been filed separately. (c) The Indenture Trustee, acting at the written direction of the Requisite Global Majority, or of the Issuer, may remove the Administrative Agent immediately upon written notice of termination to the Administrative Agent (with a copy to each of the Issuer and the Servicer) if any of the following events shall occur: (i) the Administrative Agent shall default in any material respect the performance of any of its duties under this Agreement which failure continues unremedied for a period of fifteen (15) days after the receipt by the Administrative Agent of written notice thereof specifying with reasonable detail the default; (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrative Agent in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrative Agent or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrative Agent shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrative Agent or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. (d) No resignation or removal of the Administrative Agent pursuant to this Section 11 shall be effective until (i) a successor Administrative Agent shall have been appointed by the Requisite Global Majority (which successor shall also be reasonably acceptable to the Issuer) and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrative Agent is bound hereunder or as otherwise approved by the Requisite Global Majority. A copy of any such appointment and the agreement executed by such successor Administrative Agent shall be promptly sent to each of the Issuer, the Servicer and the Indenture Trustee.

Term of Agreement; Resignation and Removal of Administrative Agent. (a) This Agreement shall continue in force until all the dissolution of the Outstanding Obligations under the Indenture are paid in fullTrust, upon which event this Agreement shall automatically terminate. (ba) The Subject to Sections 1.09(d) and 1.09(e) of this Agreement, the Administrative Agent may resign its duties hereunder by providing each of the Issuer, the Servicer and the Indenture Trustee Trust with at least 60 [60] days’ prior written notice. (b) Subject to Sections 1.09(d) and 1.09(e) of this Agreement, the Trust may remove the Administrative Agent without cause by providing the Administrative Agent with at least [60] days’ prior written notice. (c) The Indenture TrusteeSubject to Sections 1.09(d) and 1.09(e) of this Agreement, acting at the written direction sole option of the Requisite Global MajorityTrust, or of the Issuer, may remove the Administrative Agent may be removed immediately upon written notice of termination from the Trust to the Administrative Agent (with a copy to each of the Issuer and the Servicer) if any of the following events shall occur: (i) the Administrative Agent shall default in any material respect the performance of any of its duties under this Agreement which failure continues unremedied for a period and, after notice of fifteen such default, shall not cure such default within ten days (15) or, if such default cannot be cured in such time, shall not give within ten days after such assurance of cure as shall be reasonably satisfactory to the receipt by the Administrative Agent of written notice thereof specifying with reasonable detail the defaultTrust); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within 60 days, in respect of regulatory authority having jurisdiction over the Administrative Agent in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrative Agent or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrative Agent shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrative Agent or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make or ordering the winding up or liquidation of the affairs of the Administrative Agent and the continuance of any general such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or (iii) the commencement by the Administrative Agent of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrative Agent to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrative Agent or of any substantial part of its property or the making by the Administrative Agent of an assignment for the benefit of creditors or shall fail the failure by the Administrative Agent generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrative Agent in furtherance of any of the foregoing. The Administrative Agent agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Trust and the Indenture Trustee within [seven] days after the occurrence of such event. (d) No resignation or removal of the Administrative Agent pursuant to this Section 11 shall be effective until (i) a successor Administrative Agent shall have been appointed by the Requisite Global Majority (which successor shall also be reasonably acceptable to the Issuer) Trust and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrative Agent is bound hereunder or as otherwise approved by the Requisite Global Majority. A copy hereunder. (e) The appointment of any such appointment and the agreement executed by such successor Administrative Agent shall be promptly sent to each effective only after satisfaction of the IssuerRating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 1.09(d) and 1.09(e), the Administrative Agent acknowledges that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrative Agent shall immediately resign and such successor Servicer shall automatically become the Indenture TrusteeAdministrative Agent under this Agreement; provided, however, that this paragraph shall not apply at such times as the Titling Trustee shall be the successor Servicer.

Term of Agreement; Resignation and Removal of Administrative Agent. (a) This Agreement shall continue in force until all [[ ], 20[ ]][the termination of the Outstanding Obligations under Trust Agreement pursuant to the Indenture are paid in fullterms thereof, upon which event this Agreement shall automatically terminate]. (b) The Trustee may remove the Administrative Agent may resign its duties hereunder without cause by providing each of the Issuer, the Servicer and the Indenture Trustee Administrative Agent with at least 60 [sixty] days’ prior written notice. (c) The Indenture TrusteeAdministrative Agent may be removed for cause by the Trustee or the Depositor, and the Administrative Agent shall be so removed for cause by the Trustee acting at the written direction of Certificateholders evidencing at least [ ]% of Voting Rights of Certificates then Outstanding (the Requisite Global Majority, or of the Issuer, may remove the “Required Percentage—Administrative Agent Termination”), immediately upon written notice of termination from the Trustee or the Depositor, as applicable, to the Administrative Agent (with a copy to each of the Issuer and the Servicer) if any of the following events shall occur:occur (each, an “Administrative Agent Termination Event”): (i) the Administrative Agent shall default in any material respect the performance of any of its duties under this Agreement which failure continues unremedied for a period and, after notice of fifteen such default, shall not cure such default within [ten] days (15) or, if such default cannot be cured in such time, shall not give within [ten] days after such assurance of cure as shall be reasonably satisfactory to the receipt by the Administrative Agent of written notice thereof specifying with reasonable detail the defaultTrustee); (ii) the entry of a decree or order by a court having jurisdiction in over the premises shall enter Administrative Agent, adjudging the Administrative Agent as bankrupt or insolvent, or approving as properly filed a decree petition seeking reorganization, arrangement, adjustment or order for relief, and such decree composition of or order shall not have been vacated within 60 days, in respect of the Administrative Agent in any involuntary case under any applicable bankruptcybankruptcy law, insolvency or other similar law now or hereafter in effect or appoint appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official for official) of the Administrative Agent or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of [sixty] consecutive days; or (iii) the institution by the Administrative Agent shall commence of proceedings to be adjudicated as bankrupt or insolvent, or the consent by the Administrative Agent to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Administrative Agent of a voluntary case petition or answer or consent seeking reorganization or relief under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such bankruptcy law, or shall the consent by either the Administrative Agent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, custodian, trustee or sequestrator (or other similar official for official) of the Administrative Agent or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general or to the ordering of the winding up or liquidation of its affairs, or the making by the Administrative Agent of an assignment for the benefit of creditors creditors, or shall fail generally the admission by the Administrative Agent in writing of its inability to pay its debts generally as they become due, or the taking of any action by the Administrative Agent in furtherance of any such action; The Administrative Agent agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Trustee within [seven] days after the occurrence of such event. (d) The Administrative Agent may resign from its obligations and duties hereunder by providing the Trustee with at least [sixty] days’ prior written notice of its resignation. The Administrative Agent may so resign only if such resignation, and the appointment of a successor, will not result in a withdrawal or downgrading of the rating of the Certificates, or upon a determination that its duties under the Trust Agreement or hereunder are no longer permissible under applicable law. No resignation shall be effective until the Trustee or a successor has assumed the Administrative Agent’s obligations and duties under the Trust Agreement. (e) [The [Trustee] will be responsible for the expenses incurred in the resignation or removal of the Administrative Agent pursuant to this Section 11 shall be effective until (i) and the appointment of a successor Administrative Agent shall have been appointed by the Requisite Global Majority (which successor shall also be reasonably acceptable to the Issuer) and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement administrative agent.][Expenses incurred in the same manner as resignation or removal of the Administrative Agent is bound hereunder or as otherwise approved by the Requisite Global Majority. A copy of any such appointment and the agreement executed by such appointment of a successor Administrative Agent shall administrative agent will be promptly sent to each of paid from the Issuer, the Servicer and the Indenture TrusteeExpense Reserve Account.]

Term of Agreement; Resignation and Removal of Administrative Agent. (a) This Agreement shall continue in force until all the dissolution of the Outstanding Obligations under the Indenture are paid in fullTrust, upon which event this Agreement shall automatically terminate. (b) The Subject to paragraph (e) of this Section 10, the Administrative Agent may resign its duties hereunder by providing each of the Issuer, the Servicer and the Indenture Trustee with at least 60 sixty (60) days’ ' prior written notice. If a successor Administrative Agent does not take office within sixty (60) days after the retiring Administrative Agent resigns or is removed, the retiring Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. (c) Subject to paragraph (e) of this Section 10, the Trustee may remove the Administrative Agent without cause by providing the Administrative Agent with at least sixty (60) days' prior written notice. (cd) The Indenture Subject to paragraph (e) of this Section 10, at the sole option of the Trustee, acting at the written direction of the Requisite Global Majority, or of the Issuer, may remove the Administrative Agent may be removed immediately upon written notice of termination from the Trustee to the Administrative Agent (with a copy to each of the Issuer and the Servicer) if any of the following events shall occur: (i) the Administrative Agent shall default in any material respect the performance of any of its duties under this Agreement which failure continues unremedied for a period and, after receiving notice of fifteen such default, shall not cure such default within ten (1510) days after (or, if such default cannot be cured in such time, shall not give, within ten (10) days, such assurance of cure as shall be reasonably satisfactory to the receipt by the Administrative Agent of written notice thereof specifying with reasonable detail the defaultTrustee); (ii) a court having jurisdiction in the premises shall enter entry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for reliefthe appointment of a conservator, and such decree receiver, liquidator or order shall not have been vacated within 60 days, in respect of trustee for the Administrative Agent in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiverinsolvency, liquidatorreadjustment of debt, assigneemarshalling of assets and liabilities, custodian, trustee, sequestrator or similar official proceedings, or for the Administrative Agent or any substantial part of its property or order the winding-winding up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of sixty (60) consecutive days; or (iii) the consent by the Administrative Agent shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator liquidator or trustee or similar official for in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Administrative Agent or any substantial part relating to substantially all of its property, shall consent the admission in writing by the Administrative Agent of its inability to pay its debts generally as they become due, the taking filing by the Administrative Agent of possession by any such official a petition to take advantage of any substantial part applicable insolvency or reorganization statute, the making by the Administrative Agent of its property, shall make any general an assignment for the benefit of its creditors or the voluntary suspension by the Administrative Agent of payment of its obligations. The Administrative Agent agrees that if any of the events specified in clause (ii) or (iii) of this Section 9(d) shall fail generally occur, it shall give written notice thereof to pay its debts as they become duethe Trustee within seven (7) days after the happening of such event. (de) No resignation or removal of the Administrative Agent pursuant to this Section 11 10 shall be effective until (i) a successor Administrative Agent shall have been appointed by the Requisite Global Majority (which successor shall also be reasonably acceptable to the Issuer) Trustee and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrative Agent is bound hereunder or as otherwise approved by the Requisite Global Majority. A copy of any such appointment and the agreement executed by such successor Administrative Agent shall be promptly sent to each of the Issuer, the Servicer and the Indenture Trusteehereunder.

Term of Agreement; Resignation and Removal of Administrative Agent. (a) This Agreement shall continue in force until all [ ] [20[ ] [the dissolution of the Outstanding Obligations under the Indenture are paid in fullTrust, upon which event this Agreement shall automatically terminate]. (b) The Administrative Agent may resign its duties hereunder by providing each of the Issuer, the Servicer and the Indenture Trustee with at least 60 [60] days’ prior written notice of its resignation. (c) The Trustee may remove the Administrative Agent without cause by providing the Administrative Agent with at least [60] days’ prior written notice. (cd) The Indenture Administrative Agent may be removed for cause, at the option of the Trustee, acting at the written direction of the Requisite Global Majority, or of the Issuer, may remove the Administrative Agent immediately upon written notice of termination from the Trustee to the Administrative Agent (with a copy to each of the Issuer and the Servicer) if any of the following events shall occur: (i) the Administrative Agent shall default in any material respect the performance of any of its duties under this Agreement which failure continues unremedied for a period and, after notice of fifteen such default, shall not cure such default within [10] days (15) or, if such default cannot be cured in such time, shall not give within [10] days after such assurance of cure as shall be reasonably satisfactory to the receipt by the Administrative Agent of written notice thereof specifying with reasonable detail the defaultTrustee); (ii) the entry of a decree or order by a court having jurisdiction in over the premises shall enter Administrative Agent, adjudging the Administrative Agent as bankrupt or insolvent, or approving as properly filed a decree petition seeking reorganization, arrangement, adjustment or order for relief, and such decree composition of or order shall not have been vacated within 60 days, in respect of the Administrative Agent in any involuntary case under any applicable bankruptcybankruptcy law, insolvency or other similar law now or hereafter in effect or appoint appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official for official) of the Administrative Agent or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairs; or, and the continuance of any such decree or order unstayed and in effect for a period of [sixty (60)] consecutive days; (iii) the institution by the Administrative Agent shall commence of proceedings to be adjudicated as bankrupt or insolvent, or the consent by the Administrative Agent to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Administrative Agent of a voluntary case petition or answer or consent seeking reorganization or relief under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such bankruptcy law, or shall the consent by either the Administrative Agent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, custodian, trustee or sequestrator (or other similar official for official) of the Administrative Agent or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general or to the ordering of the winding up or liquidation of its affairs, or the making by the Administrative Agent of an assignment for the benefit of creditors creditors, or shall fail generally the admission by the Administrative Agent in writing of its inability to pay its debts generally as they become due, or the taking of any action by the Administrative Agent in furtherance of any such action; The Administrative Agent agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Trustee within [seven] days after the occurrence of such event. (de) No resignation or removal of the Administrative Agent pursuant to this Section 11 shall be effective until (i) a successor Administrative Agent shall have been appointed by the Requisite Global Majority (which successor shall also be reasonably acceptable to the Issuer) Trustee and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrative Agent is bound hereunder or as otherwise approved by the Requisite Global Majority. A copy hereunder. (f) The appointment of any such appointment and the agreement executed by such successor Administrative Agent shall be promptly sent to effective only after each Rating Agency, after having been given [10] days’ prior notice of such proposed appointment, shall have stated in writing that such appointment will not result in a reduction or withdrawal of the Issuer, then current rating of the Servicer and the Indenture TrusteeCertificates.

Term of Agreement; Resignation and Removal of Administrative Agent. (a) This Agreement shall continue in force until all [ ] [20[ ] [the dissolution of the Outstanding Obligations under the Indenture are paid in fullTrust, upon which event this Agreement shall automatically terminate]. (b) The Administrative Agent may resign its duties hereunder by providing each of the Issuer, the Servicer and the Indenture Trustee with at least 60 [60] days’ ' prior written notice of its resignation. (c) The Trustee may remove the Administrative Agent without cause by providing the Administrative Agent with at least [60] days' prior written notice. (cd) The Indenture Administrative Agent may be removed for cause, at the option of the Trustee, acting at the written direction of the Requisite Global Majority, or of the Issuer, may remove the Administrative Agent immediately upon written notice of termination from the Trustee to the Administrative Agent (with a copy to each of the Issuer and the Servicer) if any of the following events shall occur: (i) the Administrative Agent shall default in any material respect the performance of any of its duties under this Agreement which failure continues unremedied for a period and, after notice of fifteen such default, shall not cure such default within [10] days (15) or, if such default cannot be cured in such time, shall not give within [10] days after such assurance of cure as shall be reasonably satisfactory to the receipt by the Administrative Agent of written notice thereof specifying with reasonable detail the defaultTrustee); (ii) the entry of a decree or order by a court having jurisdiction in over the premises shall enter Administrative Agent, adjudging the Administrative Agent as bankrupt or insolvent, or approving as properly filed a decree petition seeking reorganization, arrangement, adjustment or order for relief, and such decree composition of or order shall not have been vacated within 60 days, in respect of the Administrative Agent in any involuntary case under any applicable bankruptcybankruptcy law, insolvency or other similar law now or hereafter in effect or appoint appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official for official) of the Administrative Agent or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairs; or, and the continuance of any such decree or order unstayed and in effect for a period of [sixty (60)] consecutive days; (iii) the institution by the Administrative Agent shall commence of proceedings to be adjudicated as bankrupt or insolvent, or the consent by the Administrative Agent to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Administrative Agent of a voluntary case petition or answer or consent seeking reorganization or relief under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such bankruptcy law, or shall the consent by either the Administrative Agent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, custodian, trustee or sequestrator (or other similar official for official) of the Administrative Agent or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general or to the ordering of the winding up or liquidation of its affairs, or the making by the Administrative Agent of an assignment for the benefit of creditors creditors, or shall fail generally the admission by the Administrative Agent in writing of its inability to pay its debts generally as they become due, or the taking of any action by the Administrative Agent in furtherance of any such action; The Administrative Agent agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Trustee within [seven] days after the occurrence of such event. (de) No resignation or removal of the Administrative Agent pursuant to this Section 11 shall be effective until (i) a successor Administrative Agent shall have been appointed by the Requisite Global Majority (which successor shall also be reasonably acceptable to the Issuer) Trustee and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrative Agent is bound hereunder or as otherwise approved by the Requisite Global Majority. A copy hereunder. (f) The appointment of any such appointment and the agreement executed by such successor Administrative Agent shall be promptly sent to effective only after each Rating Agency, after having been given [10] days' prior notice of such proposed appointment, shall have stated in writing that such appointment will not result in a reduction or withdrawal of the Issuer, then current rating of the Servicer and the Indenture TrusteeCertificates.