Common use of Successor Administrative Agents Clause in Contracts

Successor Administrative Agents. Administrative Agent may resign as Administrative Agent under the Transaction Documents upon notice to Buyer and Seller. If Administrative Agent shall resign or be removed by Buyer, then Buyer, with the written consent of the Seller (provided that (i) Seller’s consent to the appointment of any Buyer or any Affiliate of Buyer as Administrative Agent shall not be unreasonably withheld, conditioned or delayed and (ii) no consent of the Seller will be required during the continuance of an Event of Default), shall appoint a successor Administrative Agent; provided that such successor Administrative Agent meets the applicable “know your customer” requirements of the Servicer and Custodian. The term “Administrative Agent” shall mean each such successor Administrative Agent, effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any of the Transaction Documents or successors thereto. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of the Transaction Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under the Transaction Documents. In no event shall there be more than one Administrative Agent hereunder.

Successor Administrative Agents. Any Administrative Agent may resign as at any time by giving written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor to such Administrative Agent under Agent, subject to the Transaction Documents upon notice to Buyer and Seller. If Administrative Agent shall resign or be removed by Buyer, then Buyer, with the written consent of the Seller (provided that (i) Seller’s consent to the appointment of any Buyer or any Affiliate of Buyer as Administrative Agent Borrower which shall not be unreasonably withheldwithheld or delayed. If no successor to such Administrative Agent shall have been so appointed by the Majority Banks, conditioned or delayed and (ii) no consent shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then such retiring Administrative Agent on behalf of the Seller will be required during the continuance of an Event of Default), Banks shall appoint a successor Administrative Agent; provided that , subject to the consent of the Borrower which shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Administrative Agent hereunder by any successor Administrative Agent, such successor Administrative Agent meets shall thereupon succeed to and become vested with all the applicable “know your customer” requirements rights, powers, privileges and duties of the Servicer and Custodian. The term “Administrative Agent” shall mean each such successor retiring Administrative Agent, effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as such retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement or any of the Transaction Documents or successors theretoAgreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agenthereunder, the provisions of the Transaction Documents this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under the Transaction Documents. In no event shall there be more than one Administrative Agent hereunderAgent.

Successor Administrative Agents. The Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower shall, so long as no Default shall have occurred and be continuing, have the right, with the consent of the Required Lenders, to appoint any of the Lenders as a successor Administrative Agent under Agent. In the Transaction Documents upon notice event that a Default has occurred and is continuing, the Required Lenders shall have the right to Buyer and Sellerappoint the successor Administrative Agent. If no successor Administrative Agent shall resign or be removed by Buyerhave been so appointed, then Buyerand shall have accepted such appointment, with within 60 days after the written consent retiring Administrative Agent gives notice of resignation, the retiring Administrative Agent may, on behalf of the Seller (provided that (i) Seller’s consent to the appointment of any Buyer or any Affiliate of Buyer as Administrative Agent shall not be unreasonably withheldLenders, conditioned or delayed and (ii) no consent of the Seller will be required during the continuance of an Event of Default), shall appoint a successor Administrative Agent; provided that , which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent meets shall thereupon succeed to and become vested with all the applicable “know your customer” requirements rights and duties of the Servicer and Custodian. The term “Administrative Agent” shall mean each such successor retiring Administrative Agent, effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former discharged from its duties and obligations hereunder as Administrative Agent or any of the parties to this Agreement or any of the Transaction Documents or successors theretoAgent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of the Transaction Documents this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under the Transaction Documents. In no event shall there be more than one Administrative Agent hereunderAgent.

Successor Administrative Agents. The Administrative Agent may resign as Administrative Agent under the Transaction Documents upon at any time by giving written notice to Buyer the Lenders and Seller. If Administrative Agent shall resign or the Borrower, such resignation to be removed by Buyer, then Buyer, with the written consent of the Seller (provided that (i) Seller’s consent to effective upon the appointment of a successor Administrative Agent. Upon notice of any Buyer or any Affiliate of Buyer as resignation, the Majority Lenders have the right to appoint a successor Administrative Agent who (at any time that no Default or Event of Default has occurred and is continuing) shall not be unreasonably withheldacceptable to the Borrower, conditioned acting reasonably. If no successor Administrative Agent is appointed or delayed and (ii) no consent has accepted the appointment within thirty days after the retiring Administrative Agent's notice of resignation, then the retiring Administrative Agent may, on behalf of the Seller will be required during the continuance of an Event of Default)Lenders, shall appoint a successor Administrative Agent; provided that , which is a Lender. Upon the acceptance of any such successor Administrative Agent meets the applicable “know your customer” requirements of the Servicer and Custodian. The term “Administrative Agent” shall mean each such appointment by a successor Administrative Agent, effective upon its appointmentthe successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement or any of the Transaction Documents or successors theretoAgreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent's resignation, the provisions of the Transaction Documents this Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under the Transaction DocumentsAgent. In no event shall there be more than one Administrative Agent hereunder.---------------------------------- 50 - 45 -

Successor Administrative Agents. The Administrative Agent may resign as Administrative Agent under the Transaction Documents upon at any time by giving written notice to Buyer the Lenders and Seller. If Administrative Agent shall resign or Bracknell, such resignation to be removed by Buyer, then Buyer, with the written consent of the Seller (provided that (i) Seller’s consent to effective upon the appointment of a successor Administrative Agent. Upon notice of any Buyer or any Affiliate of Buyer as resignation, the Majority Lenders have the right to appoint a successor Administrative Agent who (at any time that no Default or Event of Default has occurred and is continuing) shall not be unreasonably withheldacceptable to Bracknell, conditioned acting reasonably. If no successor Administrative Agent is appointed or delayed and (ii) no consent has accepted the appointment within thirty days after the retiring Administrative Agent's notice of resignation, then the retiring Administrative Agent may, on behalf of the Seller will be required during the continuance of an Event of Default)Lenders, shall appoint a successor Administrative Agent; provided that , which is a Lender. Upon the acceptance of any such successor Administrative Agent meets the applicable “know your customer” requirements of the Servicer and Custodian. The term “Administrative Agent” shall mean each such appointment by a successor Administrative Agent, effective upon its appointmentthe successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement or any of the Transaction Documents or successors theretoAgreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent's resignation, the provisions of the Transaction Documents this Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under the Transaction DocumentsAgent. In no event shall there be more than one Administrative Agent hereunder.---------------------------------- 93 -92-

Successor Administrative Agents. The Administrative Agent may resign as Administrative Agent under at any time by giving written notice thereof to the Transaction Documents upon notice to Buyer Lenders and Seller. If Administrative Agent shall resign or the Borrowers and may be removed at any time with cause by Buyerthe Required Lenders. Upon any such resignation or removal, then Buyer, with the written consent of Required Lenders shall have the Seller (provided that (i) Seller’s consent right to the appointment of any Buyer or any Affiliate of Buyer as Administrative Agent shall not be unreasonably withheld, conditioned or delayed and (ii) no consent of the Seller will be required during the continuance of an Event of Default), shall appoint a successor Administrative Agent; provided that . If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be 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 $500,000,000 or any investment bank or investment fund having a minimum net worth of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent meets shall succeed to and become vested with all the applicable “know your customer” requirements rights, powers, discretion, privileges and duties of the Servicer and Custodian. The term “Administrative Agent” shall mean each such successor retiring Administrative Agent, effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations under the part of such former Administrative Agent or any of the parties to this Agreement or any of the Transaction Documents or successors theretoLoan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of the Transaction Documents this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under the Transaction Documents. In no event shall there be more than one Administrative Agent hereunderthis Agreement.

Successor Administrative Agents. Subject to the appointment and acceptance of a successor Agent as provided below, the Administrative Agent may resign as Administrative Agent under at any time by notifying the Transaction Documents upon notice Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right to Buyer and Sellerappoint a successor, subject (so long as no Default or Event of Default is continuing) to Borrower’s approval (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Requisite Lenders and approved by Borrower and shall have accepted such appointment within 30 days after the retiring Administrative Agent shall resign or be removed by Buyergives notice of its resignation, then Buyerthe retiring Administrative Agent may, with the written consent on behalf of the Seller (provided that (i) Seller’s consent to Lenders and the appointment of any Buyer or any Affiliate of Buyer as Administrative Agent shall not be unreasonably withheldIssuing Bank, conditioned or delayed and (ii) no consent of the Seller will be required during the continuance of an Event of Default), shall appoint a successor Administrative Agent; provided that Agent which shall be a bank or financial institution with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank or financial institution. Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent meets the applicable “know your customer” requirements of the Servicer and Custodian. The term “Administrative Agent” shall mean each such successor Administrative Agent, effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any of the Transaction Documents or successors theretodischarged from its duties and obligations hereunder. After any retiring the Administrative Agent’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of the Transaction Documents this Article VIII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was an acting as the Administrative Agent under the Transaction Documents. In no event shall there be more than one Administrative Agent hereunderAgent.

Successor Administrative Agents. The Administrative Agent may resign as Administrative Agent under the Transaction Documents upon at any time by giving written notice to Buyer and Seller. If Administrative Agent shall resign or be removed by Buyer, then Buyer, with the written consent of the Seller (provided that (i) Seller’s consent thereof to the appointment of Banks and the Borrower. Upon any Buyer or any Affiliate of Buyer as Administrative Agent such resignation, the Required Banks shall not be unreasonably withheld, conditioned or delayed and (ii) no consent of have the Seller will be required during the continuance of an Event of Default), shall right to appoint a successor Administrative Agent; provided that , which successor shall (unless an Event of Default shall have occurred and be continuing) be reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which successor shall (unless an Event of Default shall have occurred and be continuing) be reasonably acceptable to the Borrower, and which shall be a commercial bank or financial institution organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent hereunder, such successor Administrative Agent meets shall thereupon succeed to and become vested with all the applicable “know your customer” requirements rights and duties of the Servicer and Custodian. The term “Administrative Agent” shall mean each such successor retiring Administrative Agent, effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any of the Transaction Documents or successors theretodischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of the Transaction Documents this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under the Transaction Documents. In no event shall there be more than one Administrative Agent hereunderAgent.

Successor Administrative Agents. Administrative Agent may resign at any time as Administrative Agent under the Transaction Loan Documents upon by giving written notice thereof to Buyer Lenders and Seller. If may be removed as Administrative Agent shall under the Loan Documents at any time with cause by Required Lenders. Should the initial or any successor Administrative Agent ever cease to be a party hereto or should the initial or any successor Administrative Agent ever resign or be removed by Buyeras Administrative Agent, then Buyer, with Required Lenders shall elect the written consent of successor Administrative Agent from among the Seller Lenders (provided that (i) Seller’s consent to other than the appointment of any Buyer or any Affiliate of Buyer as resigning Administrative Agent). If no successor Administrative Agent shall not be unreasonably withheldhave been so appointed by Required Lenders, conditioned within 30 days after the retiring Administrative Agent's giving of notice of resignation or delayed and (ii) no consent Required Lenders' removal of the Seller will be required during retiring Administrative Agent, then the continuance retiring Administrative Agent may, on behalf of an Event of Default)Lenders, shall appoint a successor Administrative Agent; provided that , which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent under the Loan Documents by a successor Administrative Agent, such successor Administrative Agent meets shall thereupon succeed to and become vested with all the applicable “know your customer” requirements Rights of the Servicer and Custodian. The term “Administrative Agent” shall mean each such successor retiring Administrative Agent, effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part discharged from its duties and obligations of such former Administrative Agent or any of under the parties to this Agreement or any of the Transaction Documents or successors theretoLoan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent under the Loan Documents, the provisions of the Transaction Documents this Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under the Transaction Loan Documents. In no event shall there be more than one Administrative Agent hereunder.